CP 2013-04-23City Council
City of Coppell, Texas
Meeting Agenda
255 Parkway Boulevard
Coppell, Texas
75019-9478
Council Chambers5:30 PMTuesday, April 23, 2013
KAREN HUNT TIM BRANCHEAU
Mayor Mayor Pro Tem
BOB MAHALIK BILLY FAUGHT
Place 2 Place 5
WES MAYS MARVIN FRANKLIN
Place 3 Place 6
GARY RODEN AARON DUNCAN
Place 4 Place 7
CLAY PHILLIPS
City Manager
Also present were City Manager Clay Phillips, City Secretary Christel Pettinos and City
Attorney Robert Hager.
The City Council of the City of Coppell met in Regular Called Session on Tuesday, April 23,
2013, at 5:30 p.m. in the City Council Chambers of Town Center, 255 Parkway Boulevard,
Coppell, Texas.
1.Call to Order
2.Executive Session (Closed to the Public) 1st Floor Conference Room
Section 551.087, Texas Government Code - Economic Development Negotiations.
A.Discussion regarding economic development prospects south of Houston
Street and west of S. Coppell Road.
Section 551.071, Texas Government Code Consultation with City Attorney to seek legal
advice and Section 551.072, Texas Government Code Deliberation regarding Real Property.
B.Discussion regarding property purchases, related legal issues and matters
concerning property located at Northlake.
3.Work Session (Open to the Public) 1st Floor Conference Room
Page 1 City of Coppell, Texas Printed on 12/28/2017
April 23, 2013City Council Meeting Agenda
A.Discussion regarding the Oncor Agreement on Sandy Lake Road.
B.Update on Joint Radio System.
C.Discussion regarding Possible Joint Dispatch Project.
D.Discussion regarding Council Retreat.
E.Discussion of Agenda Items.
Oncor Agreement on Sandy Lake.pdf
Oncor Agreement on Sandy Lake Exhibit.pdf
Attachments:
Regular Session (Open to the Public)
4.Invocation 7:30 p.m.
5.Pledge of Allegiance
6.Presentation of an award to the Coppell Aquatic and Recreation Center
from Ellis & Associates as the recipient of the 2012 Platinum International
Aquatic Safety Award.
Memo.pdfAttachments:
7.Consider approval of a proclamation naming Monday, April 29, 2013 as
“Wilson Elementary Day in Coppell,” and authorizing the Mayor to sign.
Proclamation - Wilson Elementary Day.pdfAttachments:
8.Citizens’ Appearance
9.Consent Agenda
A.Consider approval of minutes: April 9, 2013.
Minutes.pdfAttachments:
B.Consider approval of entering into an agreement with TxDOT for
maintenance and electric costs associated with lighting along State
Highway 121, and acknowledgement that the yearly cost to the City of
Coppell will be approximately $13,600.00; and authorizing the City
Manager to sign and execute any necessary documents.
State Highway 121 Lighting Agreement Memo.pdf
State Highway 121 LIghting Agremeent 7/27/10 Memo.pdf
State Highway 121 Lighting Agreement.pdf
State Highway 121 Lighting Agreement Exhibits.pdf
Attachments:
C.Consider approval of accepting the resignation of John Boyd from the
Library Advisory Board and appointing Adrienne Morton to fill the
unexpired term.
John Boyd Resignation.pdfAttachments:
Page 2 City of Coppell, Texas Printed on 12/28/2017
April 23, 2013City Council Meeting Agenda
D.Consider approval of an ordinance of the City of Coppell, Texas,
readopting, ratifying, republishing and extending Chapter 9 of the Code of
Ordinances, Article 9-19, Youth Camp Programs Standards of Care; and
authorizing the Mayor to sign.
Memo.pdf
Resolution.pdf
Attachments:
E.Consider approval of the dedication of an easement along West Sandy
Lake Road to Oncor Electric Delivery Company, LLC for the future
installation of an electric transmission line; and authorizing the Mayor to
sign and execute any necessary documents.
Easement Dedication to Oncor West Sandy Lake Road Memo.pdf
Easement Dedication to Oncor West Sandy Lake Road Exhibit.pdf
Easement Dedication to Oncor West Sandy Lake Road Easement.pdf
Attachments:
End of Consent Agenda
10.Discuss and consider approving a Development Agreement and
Economic Development Grant between the City of Coppell and CSE
Commercial Real Estate, L.P. and authorize the City Manager and Mayor
to sign all appropriate and necessary agreements and instruments related
thereto.
Development Agreement Memo.pdf
Development Agreement.pdf
Attachments:
11.Discuss and consider authorizing City Manager to negotiate and execute a
purchase and sale agreement; and, authorize the City Manager and Mayor
to execute any and all necessary agreements and instruments related
thereto, for the transfer of all or a portion of Lots 1 through 5, Block A of the
Villages of Old Coppell Addition and a portion of Lot 1, Block A of the
Grapevine Springs Community Center, approximately 7.944 acres of land,
to the Coppell Economic Development Foundation.
Purchase and Sale Agreement Memo.pdf
Purchase and Sale Agreement.pdf
Attachments:
12.Consider approval of a surface use agreement by and between Luminant,
Trammell Crow No. 43, Ltd., Coppell Independent School District and the
City of Coppell covering approximately 1,700 ± acres of land at Northlake;
and, authorizing the City Manager to sign and execute all necessary
documents.
Resolution.pdf
Surface Use Agreement.pdf
Exhibit A.pdf
Exhibit B.pdf
Exhibit C.pdf
Attachments:
Page 3 City of Coppell, Texas Printed on 12/28/2017
April 23, 2013City Council Meeting Agenda
Exhibit 1.pdf
Exhibit 2.pdf
Exhibit D.pdf
Exhibit E.pdf
13.Consider approval of settlement and release agreement by and between
Luminant and Coppell concerning property located at Northlake; and,
authorizing the City Manager to sign.
Resolution.pdf
Remediation Agreement.pdf
F&O Lease.pdf
Attachments:
14.Consider approval of a land purchase agreement by and between the City
of Coppell and Luminant for the purchase of dam property, pump station
and pad site, approximately 56.049± acres of land generally located at the
eastern boundary of Northlake; and, authorizing the City Manager to sign
and execute other necessary documents.
Resolution.pdf
Purchase and Sale Agreement.pdf
Attachments:
15.Consider approval of Amended and Restated Northlake Settlement
Agreement by and between the City of Coppell and Cypress Waters Land
A, Ltd. concerning property located at Northlake; and, authorizing the City
Manager to sign.
Resolution.pdf
Amended and Restated Northlake Agreement.pdf
Exhibit A.pdf
Exhibit B.pdf
Exhibit C.pdf
Exhibit 1.pdf
Exhibit 2.pdf
Attachments:
16.Consider approval of grant of temporary access easement and a water line
easement to Cypress Waters Land A, Ltd. on the North Sliver Tract and
East Tract, respectively, located at Northlake; and, authorizing the Mayor to
sign.
Resolution.pdf
Temporary Construction and Easement Access.pdf
Exhibit.pdf
Easement and Right of Way.pdf
Attachments:
17.Consider approval of a release agreement by and between Oncor and the
City of Coppell concerning release of any easement rights over a portion of
city owned property located at Northlake; and, authorizing the Mayor to
Page 4 City of Coppell, Texas Printed on 12/28/2017
April 23, 2013City Council Meeting Agenda
sign.
Resolution.pdf
Release of Rights.pdf
Attachments:
18.Consider approval of grant of easement to Oncor for transmission and
distribution lines over city owned property located at Northlake; and,
authorizing the Mayor to sign.
Resolution.pdf
Easement and Right of Way.pdf
Attachments:
19.City Manager Reports
Project Updates and Future Agendas.
20.Mayor and Council Reports
A.Report by Mayor Hunt regarding Bounce!
21.Council Committee Reports concerning items of community involvement with no
Council action or deliberation permitted.
22.Public Service Announcements concerning items of community interest with no
Council action or deliberation permitted.
23.Necessary Action from Executive Session
Adjournment
________________________
Karen Selbo Hunt, Mayor
ATTEST:
______________________________
Christel Pettinos, City Secretary
PUBLIC NOTICE - STATEMENT FOR ADA COMPLIANCE
The City of Coppell acknowledges its responsibility to comply with the Americans With
Disabilities Act of 1990. Thus, in order to assist individuals with disabilities who require
special services (i.e. sign interpretative services, alternative audio/visual devices, and
amanuenses) for participation in or access to the City of Coppell sponsored public programs,
services and/or meetings, the City requests that individuals makes requests for these
services forty-eight (48) hours ahead of the scheduled program, service, and/or meeting. To
make arrangements, contact Vivyon V. Bowman, ADA Coordinator or other designated official
at (972) 462-0022, or (TDD 1-800-RELAY, TX 1-800-735-2989).
Page 5 City of Coppell, Texas Printed on 12/28/2017
April 23, 2013City Council Meeting Agenda
Page 6 City of Coppell, Texas Printed on 12/28/2017
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-0997
File ID: Type: Status: 2013-0997 Agenda Item Executive Session
1Version: Reference: In Control: Administration
04/15/2013File Created:
04/23/2013Final Action: Exec Session: eco dev prospects s of Houston, w of
S. Coppell
File Name:
Title: Discussion regarding economic development prospects south of Houston
Street and west of S. Coppell Road.
Notes:
Agenda Date: 04/23/2013
Agenda Number: A.
Sponsors: Enactment Date:
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 Discussed under
Executive Session
04/23/2013City Council
Discussed under Executive Session Action Text:
Text of Legislative File 2013-0997
Title
Discussion regarding economic development prospects south of Houston Street and west of S.
Coppell Road.
Summary
Fiscal Impact:
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-0997)
Staff Recommendation:
Goal Icon:
Business Prosperity
Page 2City of Coppell, Texas Printed on 12/28/2017
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-1010
File ID: Type: Status: 2013-1010 Agenda Item Executive Session
1Version: Reference: In Control: City Secretary
04/16/2013File Created:
04/23/2013Final Action: Executive SessionFile Name:
Title: Discussion regarding property purchases, related legal issues and matters
concerning property located at Northlake.
Notes:
Agenda Date: 04/23/2013
Agenda Number: B.
Sponsors: Enactment Date:
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 Discussed under
Executive Session
04/23/2013City Council
Discussed under Executive Session Action Text:
Text of Legislative File 2013-1010
Title
Discussion regarding property purchases, related legal issues and matters concerning property
located at Northlake.
Summary
Fiscal Impact:
Staff Recommendation:
Goal Icon:
Sustainable City Government
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-1010)
Business Prosperity
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 12/28/2017
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-1003
File ID: Type: Status: 2013-1003 Agenda Item Work Session
1Version: Reference: In Control: Engineering
04/15/2013File Created:
04/23/2013Final Action: Work SessionFile Name:
Title: A.Discussion regarding the Oncor Agreement on Sandy Lake Road.
B.Update on Joint Radio System.
C.Discussion regarding Possible Joint Dispatch Project.
D.Discussion regarding Council Retreat.
E.Discussion of Agenda Items.
Notes:
Agenda Date: 04/23/2013
Agenda Number:
Sponsors: Enactment Date:
Oncor Agreement on Sandy Lake.pdf, Oncor
Agreement on Sandy Lake Exhibit.pdf
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 Presented in Work
Session
04/23/2013City Council
Presented in Work Session Action Text:
Text of Legislative File 2013-1003
Title
A.Discussion regarding the Oncor Agreement on Sandy Lake Road.
B.Update on Joint Radio System.
C.Discussion regarding Possible Joint Dispatch Project.
D.Discussion regarding Council Retreat.
E.Discussion of Agenda Items.
Summary
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-1003)
Fiscal Impact:
Staff Recommendation:
Goal Icon:
Sustainable City Government
Business Prosperity
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 12/28/2017
Oncor Transmission Line
Removal / Easement Dedication.
City of Coppell Project ST99-02B
Created in CIVIL3D
1 INCH = 1 MILE
0
S:\CAD\In_Design\ST99-02 W Sandy Lake\dwg\X-BASE-exhibit.dwg \ONCOR LINES 2
Created on: 2 April 2013 by Scott Latta 1/2
11/2
1 INCH = FT.
0 500
500
250
Oncor Transmission Line
Removal / Easement Dedication.
City of Coppell Project ST99-02B
Created in CIVIL3DS:\CAD\In_Design\ST99-02 W Sandy Lake\dwg\X-BASE-exhibit.dwg \ONCOR LINES 2
Created on: 2 April 2013 by Scott Latta
ONCOR POWER TRANSMISSION
LINES FOR PROPOSED REMOVAL
2/2
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-1000
File ID: Type: Status: 2013-1000 Presentation Agenda Ready
1Version: Reference: In Control: Parks and
Recreation
04/15/2013File Created:
04/23/2013Final Action: 2012 Ellis Platinum AwardFile Name:
Title: Presentation of an award to the Coppell Aquatic and Recreation Center from
Ellis & Associates as the recipient of the 2012 Platinum International Aquatic
Safety Award.
Notes:
Agenda Date: 04/23/2013
Agenda Number: 6.
Sponsors: Enactment Date:
Memo.pdfAttachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 04/23/2013City Council
Steve Miller, with Ellis & Associates, presented the 2012 Platinum International Aquatic Safety Award
to the Coppell Aquatic and Recreation Center and staff members Kristen Bright and Nathan Cox.
Action Text:
Text of Legislative File 2013-1000
Title
Presentation of an award to the Coppell Aquatic and Recreation Center from Ellis &
Associates as the recipient of the 2012 Platinum International Aquatic Safety Award.
Summary
Fiscal Impact:
There is no fiscal impact for this item.
Staff Recommendation:
Approval is recommended.
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-1000)
Goal Icon:
Sustainable City Government
Community Wellness and Enrichment
Page 2City of Coppell, Texas Printed on 12/28/2017
1
MEMORANDUM
To: Mayor and City Council
From: Brad Reid, Director of Parks and Recreation
Date: April 23, 2013
Reference: Presentation of an award to the Coppell Aquatic and Recreation Center from Jeff
Ellis and Associates as the recipient of the 2012 Platinum International Aquatic
Safety Award.
2030: Excellent City Services with high level of Customer Satisfaction, Recreation
Programs and Services for all Generations
Introduction:
Jeff Ellis & Associates (E&A) is the City’s aquatic safety and risk management consulting firm.
E&A provides lifeguard training programs and safety audit assessments for the Aquatic and
Recreation Center’s staff and programs.
Analysis:
The “Platinum International Aquatic Safety Award” is presented each year to the E&A clients who
have shown exemplary performance during safety audits. E&A conducts four unannounced audits
each year, which include hidden camera observations of lifeguards during their shifts to ensure that
they are maintaining constant vigilance and professionalism as per the very-strict E&A guidelines.
Earning this award demonstrates that the Aquatic and Recreation Center operates by consistently
exceeding industry standards in risk management and epitomizes aquatic safety excellence.
Steve Miller, Coppell’s Client Manager with E&A, will present the 2012 “Platinum International
Aquatic Safety Award” to the City.
The Aquatic and Recreation Center staff will be represented by:
Jessica Carpenter, Aquatic Center Manager
Kristen Bright, Head Lifeguard
Nathan Cox, Head Lifeguard
2
Legal Review:
Agenda item did not require legal review
Fiscal Impact:
There is no fiscal impact attached to this agenda.
Recommendation:
No action required.
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-1002
File ID: Type: Status: 2013-1002 Agenda Item Passed
1Version: Reference: In Control: Administration
04/15/2013File Created:
04/23/2013Final Action: Proclamation - Wilson Elementary Day in CoppellFile Name:
Title: Consider approval of a proclamation naming Monday, April 29, 2013 as
“Wilson Elementary Day in Coppell,” and authorizing the Mayor to sign.
Notes:
Agenda Date: 04/23/2013
Agenda Number: 7.
Sponsors: Enactment Date:
Proclamation - Wilson Elementary Day.pdfAttachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 PassApproved04/23/2013City Council
Mayor Hunt read the proclamation into the record and presented the same to Mr. Nester, Ms. Madden
and Wilson Elementary staff members. A motion was made by Councilmember Marvin Franklin,
seconded by Councilmember Bob Mahalik, that this Agenda Item be approved. The motion passed
by an unanimous vote.
Action Text:
Councilmember Tim Brancheau, Councilmember Bob Mahalik,
Councilmember Gary Roden, Mayor Pro Tem Billy Faught,
Councilmember Marvin Franklin, and Councilmember Aaron Duncan
6Aye:
Text of Legislative File 2013-1002
Title
Consider approval of a proclamation naming Monday, April 29, 2013 as “Wilson Elementary
Day in Coppell,” and authorizing the Mayor to sign.
Summary
Fiscal Impact:
Staff Recommendation:
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-1002)
Goal Icon:
Page 2City of Coppell, Texas Printed on 12/28/2017
PROCLAMATION
WHEREAS, in one year’s time, when it usually takes a school five years to achieve,
Wilson Elementary earned recognition as a Model School for Great Expectations; and
WHEREAS, Wilson Elementary accomplished this through hard work,
perseverance, and dedication; and
WHEREAS, Great Expectations is a methodology that leads teachers to take a
journey into excellence and success that will energize teaching and empower students; and
WHEREAS, the goals in Great Expectations are to insure success for all learners, to
build positive self-esteem, to develop a climate of mutual respect, to have high expectations
for all learners, to believe in the ability of every individual to learn, to provide a well-
rounded education for all students, and to renew the joy of teaching; and
WHEREAS, the staff at Wilson Elementary attended a four day training session in
July of 2011 for implementing all of the EXPECTATIONS, procedures, and activities that
make Great Expectations successful in a school and on March 26, 2013, the announcement
was made that Wilson Elementary had achieved the status of Model School for Great
Expectations.
NOW, THEREFORE, I, Karen Selbo Hunt, Mayor of the City of Coppell, do
hereby proclaim Monday, April 29, 2013 as
“WILSON ELEMENTARY DAY IN COPPELL”
IN WITNESS THEREOF, I have set my hand and caused the seal of the City of
Coppell to be affixed this 23rd day of April 2013.
____________________________
Karen Selbo Hunt, Mayor
ATTEST:
______________________________
Christel Pettinos, City Secretary
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-1006
File ID: Type: Status: 2013-1006 Agenda Item Passed
1Version: Reference: In Control: City Secretary
04/15/2013File Created:
04/23/2013Final Action: MinutesFile Name:
Title: Consider approval of minutes: April 9, 2013.
Notes:
Agenda Date: 04/23/2013
Agenda Number: A.
Sponsors: Enactment Date:
Minutes.pdfAttachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 PassApproved on the
Consent Agenda
04/23/2013City Council
A motion was made by Councilmember Bob Mahalik, seconded by Councilmember Billy Faught, that
Agenda Items A-E be approved on the Consent Agenda. The motion passed by an unanimous vote.
Action Text:
Councilmember Tim Brancheau, Councilmember Bob Mahalik,
Councilmember Gary Roden, Mayor Pro Tem Billy Faught,
Councilmember Marvin Franklin, and Councilmember Aaron Duncan
6Aye:
Text of Legislative File 2013-1006
Title
Consider approval of minutes: April 9, 2013.
Summary
Fiscal Impact:
Staff Recommendation:
Approval recommended.
Goal Icon:
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-1006)
Sustainable City Government
Page 2City of Coppell, Texas Printed on 12/28/2017
255 Parkway Boulevard
Coppell, Texas 75019-9478City of Coppell, Texas
Minutes
City Council
6:00 PM Council ChambersTuesday, April 9, 2013
KAREN HUNT TIM BRANCHEAU
Mayor Mayor Pro Tem
BOB MAHALIK BILLY FAUGHT
Place 2 Place 5
WES MAYS MARVIN FRANKLIN
Place 3 Place 6
GARY RODEN AARON DUNCAN
Place 4 Place 7
CLAY PHILLIPS
City Manager
Karen Hunt;Tim Brancheau;Bob Mahalik;Wes Mays;Gary Roden;Billy
Faught;Marvin Franklin and Aaron Duncan
Present 8 -
Also present were City Manager Clay Phillips, City Secretary Christel Pettinos and City
Attorney Robert Hager.
The City Council of the City of Coppell met in Regular Called Session on Tuesday, April
9, 2013, at 6:00 p.m. in the City Council Chambers of Town Center, 255
Parkway Boulevard, Coppell, Texas.
Call to Order1.
Mayor Hunt called the meeting to order, determined that a quorum was present
and convened into Executive Session at 6:08 p.m.
Executive Session (Closed to the Public) 1st Floor Conference Room2.
Section 551.071, Texas Government Code - Consultation with City Attorney to seek
legal advice and Section 551.072, Texas Government Code - Deliberation regarding
Real Property.
A.Discussion regarding property purchases, related legal issues and
matters concerning property located at Northlake.
Discussed under Executive Session
Page 1City of Coppell, Texas
April 9, 2013City Council Minutes
Work Session (Open to the Public) 1st Floor Conference Room3.
Mayor Hunt adjourned the Executive Session at 6:55 p.m. and convened into
the Work Session.
A.Discussion regarding CISD School Security.
B.Discussion regarding Red Light Cameras in Coppell.
C.Discussion of Agenda Items.
Presented in Work Session
Regular Session (Open to the Public)
Mayor Hunt recessed the Work Session at 7:30 p.m. and opened the Regular
Session.
Invocation 7:30 p.m.4.
Rev. Jason Graves, Riverside Church of Christ, gave the Invocation.
Pledge of Allegiance5.
Mayor Hunt led those present in the Pledge of Allegiance.
Citizens’ Appearance6.
Mayor Hunt advised that no one signed up to speak.
Consent Agenda7.
A.Consider approval of the minutes: March 26, 2013.
A motion was made by Councilmember Marvin Franklin, seconded by
Councilmember Gary Roden, that Agenda Items A-I be approved on the
Consent Agenda. The motion passed by an unanimous vote.
Mayor Pro Tem Tim Brancheau ;Councilmember Bob
Mahalik;Councilmember Wes Mays ;Councilmember Gary
Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
B.Consider approval of awarding Bid No. Q-0313-02 for the HVAC
Maintenance contract to Johnson Controls in the amount of
$186,443.00, as budgeted, for a one year period beginning May 1,
2013 with options to renew an additional four (4) one year periods; and
authorizing the City Manager to sign and execute any necessary
documents.
A motion was made by Councilmember Marvin Franklin, seconded by
Councilmember Gary Roden, that Agenda Items A-I be approved on the
Consent Agenda. The motion passed by an unanimous vote.
Page 2City of Coppell, Texas
April 9, 2013City Council Minutes
Mayor Pro Tem Tim Brancheau ;Councilmember Bob
Mahalik;Councilmember Wes Mays ;Councilmember Gary
Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
C.Consider approval of an Ordinance of the City of Coppell, Texas
amending the Code of Ordinances by amending Section 8-3-1(A) of
the Code of Ordinances; amending the limits of no parking on Dividend
Drive from its point of intersection with Freeport Parkway to the east
city limits; providing a penalty of fine not to exceed the sum of two
hundred dollars ($200.00) for each offense; and providing an effective
date; and authorizing the Mayor to sign and execute any necessary
documents.
A motion was made by Councilmember Marvin Franklin, seconded by
Councilmember Gary Roden, that Agenda Items A-I be approved on the
Consent Agenda. The motion passed by an unanimous vote.
Mayor Pro Tem Tim Brancheau ;Councilmember Bob
Mahalik;Councilmember Wes Mays ;Councilmember Gary
Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
Enactment No: 2013-1337
D.Consider approval of awarding RFP #0114, and enter into an
agreement with DFW Multimedia, Inc., DFW Video, in the amount of
$52,620, as budgeted, for video production services, and authorizing
the City Manager to sign.
A motion was made by Councilmember Marvin Franklin, seconded by
Councilmember Gary Roden, that Agenda Items A-I be approved on the
Consent Agenda. The motion passed by an unanimous vote.
Mayor Pro Tem Tim Brancheau ;Councilmember Bob
Mahalik;Councilmember Wes Mays ;Councilmember Gary
Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
E.Consider approval of an Ordinance for Case No. ZC-624,
Southwestern Industrial Addition , Lot 1, a zoning change from C
(Commercial) to LI (Light Industrial), to be consistent with the zoning
on the abutting properties on 0.9 acres of property located at the
northeast corner of Southwestern Boulevard and South Coppell Road
(440 Southwestern Blvd.) and authorizing the Mayor to sign.
A motion was made by Councilmember Marvin Franklin, seconded by
Councilmember Gary Roden, that Agenda Items A-I be approved on the
Consent Agenda. The motion passed by an unanimous vote.
Mayor Pro Tem Tim Brancheau ;Councilmember Bob
Mahalik;Councilmember Wes Mays ;Councilmember Gary
Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
Enactment No: 91500-A-616
Page 3City of Coppell, Texas
April 9, 2013City Council Minutes
F.Consider approval of an Ordinance for Case No. PD-255R-SF,
Westhaven, a zoning change from PD-255-SF (Planned Development
255-Single Family) to PD-255R-SF (Planned Development
255-Revised-Single Family), to reduce the rear yard setback from 50
feet from SH 121 R.O.W. to 45 feet on 11 lots containing 1.6 acres of
property located south of S.H. 121, approximately 2,460 feet west of
Magnolia Park and authorizing the Mayor to sign.
A motion was made by Councilmember Marvin Franklin, seconded by
Councilmember Gary Roden, that Agenda Items A-I be approved on the
Consent Agenda. The motion passed by an unanimous vote.
Mayor Pro Tem Tim Brancheau ;Councilmember Bob
Mahalik;Councilmember Wes Mays ;Councilmember Gary
Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
Enactment No: 91500-A-617
G.Consider approval of an Ordinance for a text amendment to ARTICLE
27 - “PD” PLANNED DEVELOPMENT DISTRICT, Section 12, to revise
various provisions, including granting the Director of Planning approval
authority to approve Detail Plans, after DRC review, if in compliance
with the Concept Plan and authorizing the Mayor to sign.
A motion was made by Councilmember Marvin Franklin, seconded by
Councilmember Gary Roden, that Agenda Items A-I be approved on the
Consent Agenda. The motion passed by an unanimous vote.
Mayor Pro Tem Tim Brancheau ;Councilmember Bob
Mahalik;Councilmember Wes Mays ;Councilmember Gary
Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
Enactment No: 91500-A-618
H.Consider approval of an Ordinance for a text amendment to ARTICLE
30 - “S OR SUP”, SPECIAL USE PERMITS, Section 12-30-16(3), New
restaurant in a lease space/building with an existing Special Use
Permit for a restaurant, to eliminate the requirement for Administrative
Approval of an SUP for a new restaurant occupant and authorizing the
Mayor to sign.
A motion was made by Councilmember Marvin Franklin, seconded by
Councilmember Gary Roden, that Agenda Items A-I be approved on the
Consent Agenda. The motion passed by an unanimous vote.
Mayor Pro Tem Tim Brancheau ;Councilmember Bob
Mahalik;Councilmember Wes Mays ;Councilmember Gary
Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
Enactment No: 91500-A-619
I.Consider approval of an Ordinance for a text amendment to ARTICLE
39 - BUILDING SITE CREATION AND SITE PLAN REVIEW, Section
12-39-2, Review of site plans, to allow the Planning & Zoning
Page 4City of Coppell, Texas
April 9, 2013City Council Minutes
Commission to be the final authority on site plans and authorizing the
Mayor to sign.
A motion was made by Councilmember Marvin Franklin, seconded by
Councilmember Gary Roden, that Agenda Items A-I be approved on the
Consent Agenda. The motion passed by an unanimous vote.
Mayor Pro Tem Tim Brancheau ;Councilmember Bob
Mahalik;Councilmember Wes Mays ;Councilmember Gary
Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
Enactment No: 91500-A-620
End of Consent Agenda
8.PUBLIC HEARING:
Consider approval of Case No. S-1137R3-SF-12, First United
Methodist Church, Lot 1R, Block 1, a zoning change request from
S-1137R2-SF-12 (Special Use Permit-1137 Revision 2-Single
Family-12) to S-1137R3-SF-12 (Special Use Permit-1137 Revision
3-Single Family-12), to allow for the addition of a canopy at the
entrance on the west elevation of the church on approximately 4.8
acres of property located at 420 S Heartz Road.
Presentation: Gary Sieb, Director of Planning, made a presentation to Council.
Mayor Hunt opened the Public Hearing and asked for those who signed up to
speak:
1) Tim Allen, 420 Heartz Dr., spoke in favor of the item.
A motion was made by Councilmember Billy Faught, seconded by
Councilmember Wes Mays, to close the Public Hearing and approve this
Agenda Item. The motion passed by an unanimous vote.
Mayor Pro Tem Tim Brancheau ;Councilmember Bob
Mahalik;Councilmember Wes Mays ;Councilmember Gary
Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
9.PUBLIC HEARING:
Consider approval of Case No. PD-221R8-HC, Duke Lesley Addition
(Hotel & Conference Center) (REVISED), a zoning change request
from PD-221R2-HC (Planned Development-221-Revision 2-Highway
Commercial) to PD-221R8-HC (Planned Development-221-Revision
8-Highway Commercial), to attach a Detail Site Plan on 5.0 acres to
allow the development of a hotel and a conference center to be
located on the east side of Point West Boulevard , approximately 225
feet north of IH 635.
Presentation: Gary Sieb, Director of Planning, made a presentation to Council.
Mayor Hunt opened the Public Hearing and advised that no one signed up to
speak.
Page 5City of Coppell, Texas
April 9, 2013City Council Minutes
1) Gary Murphree, 2311 Texas Drive, representing the applicant, answered
questions of Council.
2) A.J. Katarie, 2500 Texas Dr., representing the engineer, answered questions
of Council.
A motion was made by Councilmember Marvin Franklin, seconded by
Councilmember Bob Mahalik, to close the Public Hearing and approve this
Agenda Item subject to the following conditions:
1) There will be additional comments during detailed engineering plan review;
2) All development shall be in conformance to the Site Plan, Landscape Plan,
Elevations, and all other pertinent exhibits submitted with this application as
corrected;
3) Driveway into the parking lot to the north will be fenced off with knox box (or
Fire Department equivalent) and used only when over-flow parking is needed
based upon event parking demands;
4) Construction of each building shall be undertaken at the same time;and
5) A tree removal permit will be required prior to removal of trees for creation
of a left turn lane off Beltline Road.
The motion passed by an unanimous vote.
Mayor Pro Tem Tim Brancheau ;Councilmember Bob
Mahalik;Councilmember Wes Mays ;Councilmember Gary
Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
10.PUBLIC HEARING:
Consider approval of the Duke Lesley Addition , Lot 2R, Block C,
Replat, being a replat of Lot 2, Block C, of the Duke Lesley Addition , to
establish fire lane, mutual access and utility easements to allow the
development of a hotel and a conference center to be located on the
east side of Point West Boulevard , approximately 225 feet north of IH
635.
Presentation: Gary Sieb, Director of Planning, made a presentation to Council.
Mayor Hunt opened the Public Hearing and advised no one signed up to speak.
A motion was made by Councilmember Gary Roden, seconded by Mayor Pro
Tem Tim Brancheau, to close the Public Hearing and approve this Agenda Item
subject to the following conditions:
1) There will be additional comments during detailed engineering plan review;
and
2) Tree removal permit is required to remove trees for creation of left turn lane
off Beltline Road.
The motion passed by an unanimous vote.
Mayor Pro Tem Tim Brancheau ;Councilmember Bob
Mahalik;Councilmember Wes Mays ;Councilmember Gary
Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
Page 6City of Coppell, Texas
April 9, 2013City Council Minutes
11.PUBLIC HEARING:
Consider approval of Case No. PD-261-RBN, Belmont Landing, a
zoning change request from C (Commercial) to PD-261-RBN (Planned
Development 261-Residential Urban Neighborhood), for the
development of 55 single-family residences and three (3) common
area lots on 15.18 acres of property located on the south side of East
Belt Line Road, approximately 450 feet west of South MacArthur
Boulevard.
Presentation: Gary Sieb, Director of Planning, made a presentation to Council.
Mayor Hunt opened the Public Hearing and advised no one signed up to speak.
1) Matthew Alexander, 5225 Village Creek Dr., representing the applicant, made
a presentation and answered questions of Council.
A motion was made by Councilmember Marvin Franklin, seconded by
Councilmember Aaron Duncan, to close the Public Hearing and approve this
Agenda Item subject to the following conditions:
1) There may be additional comments during detailed engineering plan review;
2) Construction of a deceleration lane from E. Belt Line Road to accommodate
the eastbound traffic into this subdivision;
3) Entering into a License Agreement with the city for the maintenance of the
on-street parking areas; and
4) Payment of Park fees of $1,285 per lot prior to the filing of the Final Plat.
The motion passed by an unanimous vote.
Mayor Pro Tem Tim Brancheau ;Councilmember Bob
Mahalik;Councilmember Wes Mays ;Councilmember Gary
Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
12.PUBLIC HEARING:
Consider approval of Case No. S-1022R2-R, McDonald’s, a zoning
change request from S-1022-Retail (Special Use Permit-1022-Retail)
to S-1022R2-R (Special Use Permit-1022 Revision 2-Retail), to permit
the addition of a second drive-thru lane, order board, reconfiguration of
the parking lot layout, changes to the exterior elevations and signage
package on approximately 0.9 acres of property located at 125 South
Denton Tap Road.
Presentation: Gary Sieb, Director of Planning, made a presentation to Council.
Mayor Hunt opened the Public Hearing and asked for the following to speak:
1) Mandas Panda, 114 Arbor Manors Dr., spoke against the item.
2) Kevin Kennedy, 122 Arbor Manors Dr., spoke in favor of the item with
specific changes.
3) Queenee Syre, 118 Arbor Manors Dr., did not speak but wanted the record to
Page 7City of Coppell, Texas
April 9, 2013City Council Minutes
reflect she was against the item.
Leslie Ford, 513 Main St., representing the applicant, made a presentation to
Council and answered questions.
Ted Murday, 910 S. Kimball Ave., representing the engineer, answered
questions of Council.
A motion was made by Mayor Pro Tem Tim Brancheau, seconded by
Councilmember Billy Faught, to close the Public Hearing and approve this
Agenda Item subject to the following conditions:
1) The new monument sign is designed in accordance with the Zoning
Ordinance and is included on a detail sheet;
2) The two order point canopy designs are included on the detail sheet with the
canopy colors limited to a brown or grey color to match the building and the
supports are wrapped in either brick or stone to meet the masonry requirement
of the Zoning Ordinance;
3) Add landscaping to area shown as painted stripe area;
4) Extend the (3) three-foot median 15 feet to the north;
5) Add additional landscaping along west side of alley with approved plant
palate vegetation;
6) Close 2nd drive-thru from 11:00 p.m. to 5:00 a.m.;
7) Re-orient 2nd drive-thru speaker to be parallel to Denton Tap Road;
8) Construct “metered speakers” with decibel-regulated volume levels; and
9) Use red/green lighting or similar method to indicate closed/opened
drive-thru lanes.
The motion passed by an unanimous vote.
Mayor Pro Tem Tim Brancheau ;Councilmember Bob
Mahalik;Councilmember Wes Mays ;Councilmember Gary
Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
City Manager Reports13.
Project Updates and Future Agendas.
Read and Filed
City Manager Clay Phillips reminded Council of the Five-Year Budget
Workshop on April 11th and the 5th Tuesday Work Session on April 30th. The
Heritage Park Dedication will be on April 13th in Old Town at 10 a.m. Finally,
the parking lot construction for 265 Parkway will begin very soon.
Mayor and Council Reports14.
A.Report by Mayor Hunt regarding Metroplex Mayors’ Meeting .
B.Report by Councilmember Mays regarding Coppell’s Legislative
Trip to Austin.
Read and Filed
Page 8City of Coppell, Texas
April 9, 2013City Council Minutes
Mayor Hunt reported that North Texas Commission will be offering a free
webinar on April 30th at 10 a.m. titled: "Emergency - Is Your Business Ready?"
She also spoke about the Metroplex Mayors' Meeting yesterday. Gary Thomas
from DART, gave a presentation. Mr. Thomas mentioned they are looking for
legislation from this Legislative Session to continue providing services for
neighboring counties.
Councilmember Mays reported on Coppell Day at the State Capitol. Members of
the City Council, the School Board, and the Chamber of Commerce went to
Austin on March 29th. Escorted by Dan Shelly and Fred Hill, they passed out
Coppell's Legislative Agenda to various legislators.
Public Service Announcements concerning items of community interest with no
Council action or deliberation permitted.
15.
Nothing to report.
Necessary Action from Executive Session16.
Nothing to report.
At this time, Mayor Hunt reconvened into Work Session at 9:00 p.m. Mayor
Hunt adjourned Work Session at 9:21pm and reconvened into the Regular
Session.
Adjournment17.
There being no further business before the Council, the meeting was
adjourned.
________________________
Karen Selbo Hunt, Mayor
ATTEST:
______________________________
Christel Pettinos, City Secretary
Page 9City of Coppell, Texas
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-0981
File ID: Type: Status: 2013-0981 Agenda Item Passed
1Version: Reference: In Control: Engineering
04/01/2013File Created:
04/23/2013Final Action: State Highway 121 Lighting AgreementFile Name:
Title: Consider approval of entering into an agreement with TxDOT for maintenance
and electric costs associated with lighting along State Highway 121, and
acknowledgement that the yearly cost to the City of Coppell will be
approximately $13,600.00; and authorizing the City Manager to sign and
execute any necessary documents.
Notes:
Agenda Date: 04/23/2013
Agenda Number: B.
Sponsors: Enactment Date:
State Highway 121 Lighting Agreement Memo.pdf,
State Highway 121 LIghting Agremeent 7/27/10
Memo.pdf, State Highway 121 Lighting
Agreement.pdf, State Highway 121 Lighting
Agreement Exhibits.pdf
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 PassApproved on the
Consent Agenda
04/23/2013City Council
A motion was made by Councilmember Bob Mahalik, seconded by Councilmember Billy Faught, that
Agenda Items A-E be approved on the Consent Agenda. The motion passed by an unanimous vote.
Action Text:
Councilmember Tim Brancheau, Councilmember Bob Mahalik,
Councilmember Gary Roden, Mayor Pro Tem Billy Faught,
Councilmember Marvin Franklin, and Councilmember Aaron Duncan
6Aye:
Text of Legislative File 2013-0981
Title
Consider approval of entering into an agreement with TxDOT for maintenance and electric
costs associated with lighting along State Highway 121, and acknowledgement that the yearly
cost to the City of Coppell will be approximately $13,600.00; and authorizing the City Manager
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-0981)
to sign and execute any necessary documents.
Summary
This agreement will allow the City of Coppell to maintain and fund the electric cost associated
with the continuous lighting along State Highway 121.
Fiscal Impact:
Funds will be provided by the Traffic Control Department, 01-03-43) for this agreement.
Staff Recommendation:
The Engineering Department recommends approval of this agreement.
Goal Icon:
Sustainable City Government
Page 2City of Coppell, Texas Printed on 12/28/2017
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10hr/day can be estimated to be approximately 17,520 kwh per pole per year. The electricity usage
for all eight poles based on our current electric rate is estimated at $7000.00.
Legal Review:
Agenda item was reviewed by Bob Hager on 3/18/13.
Fiscal Impact:
The fiscal impact of this Agenda item is approximately $13,600.00 per year.
Recommendation:
The Engineering Department recommends approval of the agreement with TxDOT.
1
MEMORANDUM
TO: Mayor and City Council
FROM: Kenneth M. Griffin, P.E., Director of Engineering/Public Works
DATE: July 27, 2010
REF: Consider approval of the City's ongoing participation for maintenance and
electric costs associated with lighting along State Highway 121, and
acknowledgement that the yearly cost to the City of Coppell will be
approximately $10, 200.00.
For some time now, there has been discussion between the City of Coppell, City of Grapevine,
and TXDOT concerning lighting along State Highway 121, from Northpoint Drive to Denton
Creek. This section of State Highway 121 lies partially within the City of Grapevine and the
City of Coppell and lies entirely within Dallas County.
TXDOT has stated they will be providing safety lighting associated with the project generally
located at the entrance and exits ramps and that TXDOT will be responsible for all costs
associated with the construction, electric costs, and power maintenance of the safety lighting
system. However, TXDOT has stated that if additional lighting is desired along the roadway, the
ongoing maintenance and electrical costs of that lighting would be the responsibility of the
adjoining cities.
After discussion with Grapevine, there is general agreement between the City of Coppell and the
City of Grapevine that if the additional lighting is installed along State Highway 121 that the
type of lighting would be the 150 ft towers with the 400 watt hps bulbs. The initial cost of
design and construction will be borne by TXDOT. However, once the lights have been installed
and are operational, the City of Coppell and the City of Grapevine will be required to pick up the
ongoing electrical costs and maintenance of the lights. It is estimated the annual costs will
approximately $10,200.00, per city.
The intent of this agenda item is to seek approval from the Council for the installation of lighting
along the roadway, concurrence with the 150 ft. poles, and acknowledgement that the estimated
yearly cost to the City would be approximately $10,200.00. If Council supports this agenda
item, then at a future date, a revised “Agreement for Construction, Maintenance, and Operation
of Continuous Highway Lighting Systems within a Municipality (Freeways or Expressways)
(specific limits),” will be brought to Council for approval. This early action is needed such that
TXDOT can continue with design of the lighting along State Highway 121.
Staff will be available to answer any questions at the Council meeting.
Traffic–Traffic_TEA22 Page 1 of 5 Revised 05/02/2008
CONTINUOUS LIGHTING SC(100) – CMO(100)(SL)
AGREEMENT FOR CONSTRUCTION, MAINTENANCE
AND OPERATION OF CONTINUOUS HIGHWAY LIGHTING
SYSTEMS WITHIN A MUNICIPALITY
(FREEWAYS OR EXPRESSWAYS)
(Specific Limits)
STATE OF TEXAS §
COUNTY OF TRAVIS §
THIS AGREEMENT, is made by and between the State of Texas, acting through the Texas
Department of Transportation, hereinafter called the “State,” and the City of Coppell, Dallas
County, Texas, hereinafter called the “City,” acting by and through its duly authorized
officers.
W I T N E S S E T H
WHEREAS, the City has requested the State to contribute financial aid in the
construction, maintenance, and operation of a continuous highway lighting system on the
freeway or expressway designated as SH 121 within the limits from ¼ mile south of Freeport
Parkway to 100’ north of Denton Creek inside the SH 121 right of way (within the City of
Grapevine and Coppell) which is in accordance with 43 Texas Administrative Code, Section
25.11. Within the limits, said lighting system hereinafter referred to as the “lighting system”
is to consist of continuous lighting to be built in sections as financed and designated by the
Texas Transportation Commission; and
WHEREAS, the Executive Director, acting for and in behalf of the Texas
Transportation Commission, has made it known to the City that the State will construct said
highway lighting system, conditioned that the City, as provided in 43 Texas Administrative
Code § 25.11., and Transportation Code § 221.002, will maintain and operate said lighting
system.
NOW THEREFORE, in consideration of the premises and of the mutual covenants
and agreements of the parties hereto to be by them respectively kept and performed as
hereinafter set forth, it is agreed as follows:
Traffic–Traffic_TEA22 Page 2 of 5 Revised 05/02/2008
CONTINUOUS LIGHTING SC(100) – CMO(100)(SL)
A G R E E M E N T
1. CONSTRUCTION RESPONSIBILITIES
A. The State will prepare or provide for the plans and specifications, advertise for
bids, let the construction contract, or otherwise provide for the construction, and will
supervise construction, reconstruction or betterment work as required by said plans and
specifications. As this lighting system project is developed to construction stage, either as a
unit or in increments, the State will submit plans and specifications of the proposed work to
the City and will secure the City’s approval to construct the lighting system prior to awarding
the contract; said City consent being signified by the signatures of duly authorized City
officers in the spaces provided on the title sheet of the plans containing the following
notation:
“Attachment No. to special AGREEMENT FOR CONSTRUCTION,
MAINTENANCE, AND OPERATION OF CONTINUOUS HIGHWAY
LIGHTING SYSTEMS WITHIN A MUNICIPALITY, (FREEWAYS
OR EXPRESSWAYS) (Specific Limits), dated .
The City-State construction, maintenance, and operation responsibilities
shall be as heretofore agreed to, accepted, and specified in the Agreement
to which these plans are made a part.”
B. All costs of constructing the lighting system will be borne by the State, and the
lighting system will remain the property of the State.
2. MAINTENANCE AND OPERATION RESPONSIBILITIES
A. The City hereby agrees to furnish at its expense the electrical energy required
for proper operation of the lighting system, such electrical energy to be provided at points on
the illumination system as designated by the State. The City further agrees to maintain and
operate the lighting system in an efficient and sightly condition, including the furnishing of all
equipment and labor and making any replacements which may become necessary, without
cost to the State.
B. The City shall assume maintenance and operation on a date to correspond
Traffic–Traffic_TEA22 Page 3 of 5 Revised 05/02/2008
CONTINUOUS LIGHTING SC(100) – CMO(100)(SL)
with the date construction of the lighting system is completed and accepted by the State.
The State will provide written notification to the City of such acceptance. The City hereby
agrees to furnish at its expense the electrical energy consumed by the system during the
period of trial operation prior to acceptance by the State. If the lighting system is
constructed by sections, this provision shall apply to each such separately constructed
section.
C. The City will obtain approval of the State before making any major changes in
the design and/or operation of the lighting system as designed and constructed by the State
or before the removal of any part of the installation except for the purpose of replacement
where identical or accepted equivalent equipment to that originally installed is used.
3. GENERAL
A. This Agreement shall remain in force for a period of two years from the date
that maintenance and operation responsibilities are first assumed by the City and shall be
automatically renewed for two-year periods unless modified by mutual agreement of both
parties.
B. The State will not incur any financial obligation to the City as a result of this
Agreement.
C. This Agreement may be terminated sixty (60) days after the filing of a written
notice by either party of a desire for cancellation. The State reserves the right to remove
the lighting system upon cancellation of the Agreement.
D. If, at any time, the City does not maintain and operate the lighting system in a
satisfactory manner, the State reserves the right to either arrange for maintenance at the
expense of the City or to remove the lighting system. Should the lighting system be
removed due to lack of maintenance, the City hereby agrees to reimburse the State for the
cost of removal.
E. Should disputes arise as to the parties’ obligations under this Agreement, the
State’s decision shall be final and binding.
F. The City shall comply with all federal, state, and local laws, statutes,
ordinances, rules and regulations, and the orders and decrees of any court, or
administrative bodies or tribunals in any matter affecting the performance of this Agreement.
Traffic–Traffic_TEA22 Page 4 of 5 Revised 05/02/2008
CONTINUOUS LIGHTING SC(100) – CMO(100)(SL)
G. Changes in time frame, character, cost, or obligations authorized herein shall
be enacted by written amendment. Any amendment to this Agreement must be executed
by both parties within the contract period.
H. This Agreement shall bind, and shall be for the sole and exclusive benefit of
the respective parties and their legal successors. The City shall not assign or transfer its
interest in this Agreement without written consent of the State.
I. In case any one or more of the provisions contained in this Agreement shall,
for any reason, be held invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision thereof and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had never been
contained herein.
J. This Agreement constitutes the sole and only agreement for lighting at the
location described herein of the parties hereto and supersedes any prior understandings or
written or oral agreement between the parties respecting the within subject matter.
K. The state auditor may conduct an audit or investigation of any entity receiving
funds from the state directly under the contract or indirectly through a subcontract under the
contract. Acceptance of funds directly under the contract or indirectly through a subcontract
under this contract acts as acceptance of the authority of the state auditor, under the
direction of the legislative audit committee, to conduct an audit or investigation in connection
with those funds. An entity that is the subject of an audit or investigation must provide the
state auditor with access to any information the state auditor considers relevant to the
investigation or audit.
L. At the request of the State, the Local Government shall submit any information
required by the State in the format directed by the State.
4. RESPONSIBILITIES OF THE PARTIES
The State and the City agree that neither party is an agent, servant, or employee of the
other party and each party agrees it is responsible for its individual acts and deeds as wells
as the acts and deeds of its contractors, employees, representatives, and agents.
Traffic–Traffic_TEA22 Page 5 of 5 Revised 05/02/2008
CONTINUOUS LIGHTING SC(100) – CMO(100)(SL)
IN TESTIMONY HEREOF, the parties hereto have caused these presents to be executed in
duplicate counterparts.
CITY OF COPPELL
By:_____________________________
Title____________________________
Date:___________________________
THE STATE OF TEXAS
Executed for the Executive Director and approved for the Texas Transportation Commission
for the purpose and effect of activating and/or carrying out the orders, established policies
or work programs heretofore approved and authorized by the Texas Transportation
Commission.
By: _________________________________
William L. Hale, P.E.
District Engineer
Date: ________________________________
Proposed Street Light Locations
State Highway 121
City of Coppell
Created in CIVIL3D
1 INCH = 1 MILE
0
S:\CAD\In_Design\MISC EXHIBITS\dwg\EXHIBITS 2013.dwg \SH 121 LIGHTS
Created on: 12 March 2013 by Scott Latta 1/2
1/2 1
1 INCH = FT.015001500750Proposed Street Light LocationsState Highway 121City of CoppellCreated in CIVIL3DS:\CAD\In_Design\MISC EXHIBITS\dwg\EXHIBITS 2013.dwg\SH 121 LIGHTSCreated on: 17 April 2013 by Scott LattaPROPOSED STREETLIGHTS, COPPELL MAINTENANCE2/2PROPOSED STREETLIGHTS, GRAPEVINE MAINTENANCE
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-1009
File ID: Type: Status: 2013-1009 Agenda Item Passed
1Version: Reference: In Control: City Secretary
04/16/2013File Created:
04/23/2013Final Action: LAB ResignationFile Name:
Title: Consider approval of accepting the resignation of John Boyd from the Library
Advisory Board and appointing Adrienne Morton to fill the unexpired term.
Notes:
Agenda Date: 04/23/2013
Agenda Number: C.
Sponsors: Enactment Date:
John Boyd Resignation.pdfAttachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 PassApproved on the
Consent Agenda
04/23/2013City Council
A motion was made by Councilmember Bob Mahalik, seconded by Councilmember Billy Faught, that
Agenda Items A-E be approved on the Consent Agenda. The motion passed by an unanimous vote.
Action Text:
Councilmember Tim Brancheau, Councilmember Bob Mahalik,
Councilmember Gary Roden, Mayor Pro Tem Billy Faught,
Councilmember Marvin Franklin, and Councilmember Aaron Duncan
6Aye:
Text of Legislative File 2013-1009
Title
Consider approval of accepting the resignation of John Boyd from the Library Advisory Board
and appointing Adrienne Morton to fill the unexpired term.
Summary
Fiscal Impact:
Staff Recommendation:
Approval recommended.
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-1009)
Goal Icon:
Sustainable City Government
Business Prosperity
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 12/28/2017
737 Sparrow Lane
Coppell, TX 75019
April 10 , 2013
21 4-493-6823
Victoria A. Chiavetta
Director of Library Services
William T. Cozby Public Library
177 N. Heartz Road
Coppell, Texas 7501 9
Re: Resignation
Vicki,
Please accept my resignation from the Library Board, effective after the April 2013 meeting.
Thank you for the opportunity to be part of the Library and the Strategic Planning process.
Working with you, your employees and the Board was a highlight and a pleasure. I wish you
continued success and growth as you meet the challenges change will bring.
I have every confidence you will meet and exceed those challenges.
Good luck to you, the Board and the entire Library community
Sincerely,
'dhn D. Boyd
jdb24000@yahoo.com
21 4-493-6823 (cell)
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-1001
File ID: Type: Status: 2013-1001 Agenda Item Passed
1Version: Reference: In Control: Parks and
Recreation
04/15/2013File Created:
04/23/2013Final Action: Camp Standards of CareFile Name:
Title: Consider approval of an ordinance of the City of Coppell, Texas,
readopting, ratifying, republishing and extending Chapter 9 of the
Code of Ordinances, Article 9-19, Youth Camp Programs Standards
of Care; and authorizing the Mayor to sign.
Notes:
Agenda Date: 04/23/2013
Agenda Number: D.
Sponsors: Enactment Date:
Memo.pdf, Resolution.pdfAttachments: Enactment Number: 2013-1338
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 PassApproved on the
Consent Agenda
04/23/2013City Council
A motion was made by Councilmember Bob Mahalik, seconded by Councilmember Billy Faught, that
Agenda Items A-E be approved on the Consent Agenda. The motion passed by an unanimous vote.
Action Text:
Councilmember Tim Brancheau, Councilmember Bob Mahalik,
Councilmember Gary Roden, Mayor Pro Tem Billy Faught,
Councilmember Marvin Franklin, and Councilmember Aaron Duncan
6Aye:
Text of Legislative File 2013-1001
Title
Consider approval of an ordinance of the City of Coppell, Texas, readopting, ratifying,
republishing and extending Chapter 9 of the Code of Ordinances, Article 9-19, Youth
Camp Programs Standards of Care; and authorizing the Mayor to sign.
Summary
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-1001)
Fiscal Impact:
There is no fiscal impact for this item.
Staff Recommendation:
Approval is recommended.
Goal Icon:
Sustainable City Government
Community Wellness and Enrichment
Page 2City of Coppell, Texas Printed on 12/28/2017
1
MEMORANDUM
To: Mayor and City Council
From: Brad Reid, Director of Parks and Recreation
Date: April 23, 2013
Reference: Consider approval of an ordinance of the City of Coppell, Texas, readopting,
ratifying, republishing and extending Chapter 9 of the Code of Ordinances,
Article 9-19, Youth Camp Programs Standards of Care; and authorizing the
Mayor to sign.
2030: Coppell 2030: Excellent City Services with high level of Customer Satisfaction,
Financial Resources to Support City Services, Recreation Programs and Services for
all Generations.
Introduction:
This item is submitted annually to the City Council so that guidelines for state exemption of day
care licensing can be applied for all youth camp programs offered by the Parks and Recreation
Department. These camps include Camp Do-It-All, KidzConnect, Missoula, Teen Camp, all those
offered at the Recreation Center in the summer and any individual holiday camps that are scheduled
throughout the school year.
Analysis:
The youth camps offered by the City of Coppell are exempt from licensure as observed in the
Health and Safety code §141.0021 of the Texas Department of State Health Services (DSHS). This
is applicable because our programs are operated by a municipality, are recreation programs for
children ages 5 through 13, and because they meet the following criteria:
The Standards of Care for the program are annually adopted by ordinance.
The Standards of Care include staffing ratios and qualifications, facility health and safety
standards, and monitoring and enforcement provisions.
The Standards of Care are provided to the parents of each program participant.
The parents of each program participant are informed that the program is not licensed by the
state.
The program is not advertised as child care.
2
As parents register their children for Coppell camps they are provided a copy of the Standards of
Care, as listed in the requirements. Along with the standards they are also provided information on
camp hours of operation, rules, attire, activities and field trips, and all other information parents
need for camp to be successful for their child. These Standards of Care are closely monitored by
Recreation Coordinators and Supervisors as well as by the Assistant Director of Recreation.
Legal Review:
Agenda item was reviewed by Bob Hager on 4/15/13.
Fiscal Impact:
There is no fiscal impact attached to this agenda.
Recommendation:
The Parks and Recreation Department recommends approval.
Page 1
TM 60281
AN ORDINANCE OF THE CITY OF COPPELL
ORDINANCE NO. ____________
AN ORDINANCE OF THE CITY OF COPPELL, TEXAS,
READOPTING, RATIFYING, REPUBLISHING AND EXTENDING
CHAPTER 9 OF THE CODE OF ORDINANCES, ARTICLE 9-19,
YOUTH CAMP PROGRAMS STANDARDS OF CARE;
PROVIDING A REPEALING CLAUSE; PROVIDING A
SEVERABILITY CLAUSE; PROVIDING A SAVINGS CLAUSE;
AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Coppell operates Youth Camp programs; and
WHEREAS, the City of Coppell has adopted and implemented a comprehensive
standards of care to provide a safe and instructive atmosphere; and
WHEREAS, that state law requires each City to review and update its standards
of care regulations for youth programs.
NOW THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF
COPPELL, TEXAS, THAT:
SECTION 1. That Ordinance No. 2010-1248, as readopted and amended by
Ordinance No. 2012-1306, codified as Chapter 9, Article 9-19, Section 9-19-1 through
Section 9-19-19 of the Code of Ordinances of the City of Coppell, Texas, as amended, is
hereby readopted, ratified, republished and extended in its entirety from the date of its
adoption and shall remain in effect through April 2016 unless otherwise repealed,
amended or terminated as provided by State Law
SECTION 2. That all provisions of any ordinance or the Code of Ordinances of the
City of Coppell, Texas, except as provided herein, in conflict with the provisions of this
ordinance be, and the same are hereby, repealed, and all other provisions not in conflict with
the provisions of this ordinance shall remain in full force and effect.
Page 2
TM 60281
SECTION 3. That should any word, phrase, paragraph, or section of this ordinance
or of the Code of Ordinances, as amended hereby, be held to be unconstitutional, illegal or
invalid, the same shall not affect the validity of this ordinance as a whole, or any part or
provision thereof other than the part so decided to be unconstitutional, illegal or invalid, and
shall not affect the validity of the Code of Ordinances of the City of Coppell, Texas as a
whole.
SECTION 4. That this ordinance shall take effect immediately from and after its
passage and publication, as the law and charter in such cases provide.
DULY PASSED by the City Council of the City of Coppell, Texas, this ___ day
of _______________, 2013.
APPROVED:
By:
KAREN SELBO HUNT, MAYOR
ATTEST:
By:
CHRISTEL PETTINOS, CITY SECRETARY
APPROVED AS TO FORM:
By:
ROBERT E. HAGER, CITY ATTORNEY
(REH/mpm)
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-0978
File ID: Type: Status: 2013-0978 Agenda Item Passed
1Version: Reference: In Control: Engineering
04/01/2013File Created:
04/23/2013Final Action: Easement Dedication to Oncor West Sandy Lake
Road
File Name:
Title: Consider approval of the dedication of an easement along West Sandy Lake
Road to Oncor Electric Delivery Company, LLC for the future installation of an
electric transmission line; and authorizing the Mayor to sign and execute any
necessary documents.
Notes:
Agenda Date: 04/23/2013
Agenda Number: E.
Sponsors: Enactment Date:
Easement Dedication to Oncor West Sandy Lake
Road Memo.pdf, Easement Dedication to Oncor West
Sandy Lake Road Exhibit.pdf, Easement Dedication
to Oncor West Sandy Lake Road Easement.pdf
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 PassApproved on the
Consent Agenda
04/23/2013City Council
A motion was made by Councilmember Bob Mahalik, seconded by Councilmember Billy Faught, that
Agenda Items A-E be approved on the Consent Agenda. The motion passed by an unanimous vote.
Action Text:
Councilmember Tim Brancheau, Councilmember Bob Mahalik,
Councilmember Gary Roden, Mayor Pro Tem Billy Faught,
Councilmember Marvin Franklin, and Councilmember Aaron Duncan
6Aye:
Text of Legislative File 2013-0978
Title
Consider approval of the dedication of an easement along West Sandy Lake Road to Oncor
Electric Delivery Company, LLC for the future installation of an electric transmission line; and
authorizing the Mayor to sign and execute any necessary documents.
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-0978)
Summary
Approval of this easement dedication is the final component needed for the removal of the
Oncor electric transmission lines along West Sandy Lake Road from Denton Tap to North
Coppell Road. The dedication of the easement preserves Oncor ’s right to rebuild this line at
some point in the future when deemed necessary to provide adequate service to their
customers. This will allow the removal of the existing poles necessary for the widening of Sandy
Lake Road.
Fiscal Impact:
Funds are available in Street CIP for the City’s obligation associated with this easement.
Staff Recommendation:
The Engineering Department recommends approval of this easement dedication.
Goal Icon:
Special Place to Live
Page 2City of Coppell, Texas Printed on 12/28/2017
To:
From:
Date:
Reference
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Sandy Lak
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2
Legal Review:
This easement was reviewed by David Dodd and the final form was arrived at through several
iterations between city staff and Oncor representatives.
Fiscal Impact:
The dedication of this easement has no fiscal impact; however upon approval the city will execute
the Discretionary Service agreement in the amount of $45,000.
Recommendation:
The Engineering Department recommends approval of this easement.
Oncor Transmission Line
Removal / Easement Dedication.
City of Coppell Project ST99-02B
Created in CIVIL3D
1 INCH = 1 MILE
0
S:\CAD\In_Design\ST99-02 W Sandy Lake\dwg\X-BASE-exhibit.dwg \ONCOR LINES 2
Created on: 2 April 2013 by Scott Latta 1/2
11/2
1 INCH = FT.
0 500
500
250
Oncor Transmission Line
Removal / Easement Dedication.
City of Coppell Project ST99-02B
Created in CIVIL3DS:\CAD\In_Design\ST99-02 W Sandy Lake\dwg\X-BASE-exhibit.dwg \ONCOR LINES 2
Created on: 2 April 2013 by Scott Latta
ONCOR POWER TRANSMISSION
LINES FOR PROPOSED REMOVAL
2/2
Coppell – Apollo Road 69 kV
E#275234
EASEMENT AND RIGHT OF WAY
THE STATE OF TEXAS
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS
That, the City of Coppell, hereinafter called "Grantor," whether one or more, for
and in consideration of Ten and no/100 Dollars ($10.00) and other valuable
consideration to Grantor in hand paid by Oncor Electric Delivery Company LLC, a
Delaware limited liability company, 1616 Woodall Rodgers Freeway, Dallas, Texas
75202-1234, hereinafter referred to as "Grantee", has granted, sold and conveyed and
by these presents does grant, sell and convey unto said Grantee, its successors and
assigns, an easement and right-of-way for electric power and communications lines,
each consisting of variable number of wires and cables, and all necessary or desirable
appurtenances including supporting structures, foundations, guy wires and guy
anchorages (the “Facilities”) over, under, across and upon all that certain tract(s) of land
located in Dallas County, Texas, more particularly described in Exhibits A and B,
attached hereto and made part hereof.
Together with: (1) the right of ingress and egress over and along the easement
and right-of-way and over Grantor's adjacent lands to or from the easement and right-of-
way, for the purpose of and with the right to construct, operate, improve, reconstruct,
replace, repair, inspect, patrol, maintain and add or remove such electric power and
communications lines or other Facilities as the Grantee may from time to time find
necessary, convenient or desirable to erect thereon during the initial construction of the
Facilities or at any time thereafter; (2) the right to install gates in all existing and future
fences crossing the easement and right-of-way, provided such gates will be installed in
a manner that will not weaken such fences; (3) the right to relocate its facilities along the
same general direction of said lines; (4) the right to trim and cut down trees and
shrubbery on the easement and right-of-way, including by use of herbicides or other
similar chemicals approved by the U. S. Environmental Protection Agency, to the extent,
in the sole judgment of the Grantee, necessary to prevent possible interference with the
operation of said lines or to remove possible hazard thereto; and (5) the right to remove
at Grantor's expense or to prevent the construction on the easement and right-of-way of
any or all buildings, structures and obstructions.
Should Grantee initially install and construct and operate one circuit of the
electric transmission line permitted under the terms of this Easement and Right of Way,
it is understood that Grantee shall have the right to install, construct, and operate
additional circuits, including additional structures or other Facilities if necessary, of the
electric transmission line where Grantee determines, in its sole discretion, that demand
for electricity or the efficient operation of the line requires such additional circuits.
VERSION 111209
EASEMENT AND RIGHT OF WAY Page 2
Grantor shall not make or cause any changes in grade, elevation, or contour of
the land after the initial reconstruction of Sandy Lake Road within the easement and
right-of-way described herein without first providing advance notice and obtaining prior
written consent to do so from Grantee, except those activities associated with normal
operation and maintenance activities associated with Grantor’s infrastructure, which
may be conducted by Grantor with only prior notice to Grantee provided all work to be
performed within the easement area by the Grantor, its employees, agents,
representatives or contractors and the results of said work must comply with Chapter
752, Texas Health and Safety Code, the National Electrical Safety Code and any other
clearance requirements. If written consent is not obtained prior to any other action by
Grantor that causes any changes in grade, elevation, or contour of the land within the
easement and right-of-way, Grantor shall, upon demand from Grantee, at Grantor’s
expense, restore the easement and right-of-way to its previously existing condition, or
reimburse Grantee fully for the cost of adjusting its Facilities as necessary to
accommodate the change in grade, elevation, or contour of the land within the
easement and right-of-way in the event Grantor fails to promptly restore the grade,
elevation, or contour to its previously existing condition.
Except in circumstances requiring immediate excavations, trenching, or other soil
disturbing activities by Grantor in order to (a) prevent imminent damage or injury to the
health or safety of any person or to the public right of way; (b) restore service; or (c)
prevent the loss of service (“emergency situations”), Grantor shall not perform any
excavations, trenching, or other soil disturbing activities that, in the sole judgment of
Grantee, will endanger the integrity of the supporting structures and/or foundations or
other Facilities, as applicable, or perform any other activities that may, in the sole
judgment of Grantee, remove, reduce, or adversely affect or impact the lateral support
of the supporting structures and/or foundations or other Facilities, as applicable, without
first providing advance notice and obtaining prior written consent to do so from Grantee.
Grantee shall not unreasonably withhold consent, and shall respond to a written request
within thirty (30) days granting consent, or detailing why consent cannot be granted. In
emergency situations, Grantor shall notify Grantee of the need to perform excavations,
trenching, or other soil disturbing activities by the next business day after
commencement of the work. If prior written consent is not obtained by Grantor prior to
performing any excavation, trenching or other soil disturbing activity that endangers the
integrity of the supporting structures or foundations or other Facilities, as applicable,
whether in the case of an emergency situation or otherwise, Grantor shall, upon
demand from Grantee, at Grantor’s expense, restore the easement and right-of-way to
its previously existing condition, or reimburse Grantee fully for the cost of adjusting its
Facilities as necessary to accommodate the excavation, trenching, or soil disturbing
activity in the event Grantor fails to promptly restore the easement and right-of-way to
its previously existing condition or cannot do so.
Grantor reserves the right to use the easement and right of way area provided
such use shall not include the growing of trees thereon or any other use that might, in
the sole judgment of the Grantee, interfere with the exercise by the Grantee of the rights
hereby granted. Grantor further reserves the right to lay out, dedicate, construct,
VERSION 111209
EASEMENT AND RIGHT OF WAY Page 3
maintain and use across said strip such roads, streets, alleys, railroad tracks,
underground telephone cables and conduits and gas, water and sewer pipe lines as will
not interfere with Grantee's use of said land for the purpose aforesaid, provided all such
facilities shall be located at angles of not less than 45 degrees to any of Grantee's lines,
and shall be so constructed as to provide with respect to Grantee's Facilities the
minimum clearances provided by law and recognized as standard in the electrical
industry, as same may change from time to time. Grantor also reserves the right to
erect fences not more than 8 feet high across said land, provided all such fences shall
have gates, openings, or removable sections at least 16 feet wide which will permit
Grantee reasonable access to all parts of said land. Should Grantee later determine
that a width greater than 16 feet is necessary, then Grantee shall have the right granted
above to install additional or wider gates at its sole discretion, but the installation of such
additional or wider gates shall be at the sole expense of Grantee.
Grantor retains all right, title, and interest in and to all oil, gas, and other minerals
(whether by law classified as part of the mineral estate or the surface estate) and
groundwater in, on, and under the strip or land described herein; provided, however,
that Grantor shall not be permitted to drill for oil, gas, and other minerals, and
groundwater from and under said strip of land but Grantor may extract oil, gas, and
other minerals, and groundwater from and under said strip of land by directional drilling,
mining, or other means, so long as Grantee’s use of said strip is not disturbed, which
use shall include the right of Grantee to physical and/or lateral support for the Facilities,
as well as the right that the Facilities shall not be endangered, obstructed, or interfered
with by such operations.
In addition to the consideration above recited for the easement and right-of-way
hereby granted, the Grantee will pay to the owner of the land, and, if leased, to his
tenant, as they may be respectively entitled for actual damages to fences and growing
crops and improvements located on the easement and right-of-way caused by reason of
the construction, maintenance, addition or removal of said lines; provided, however, that
no such payment will be made for trimming or removal of trees growing on the
easement and right-of-way, nor for removal of buildings, structures, or obstructions
erected upon the easement and right-of-way after granting of this easement and right-
of-way.
TO HAVE AND TO HOLD the above described easement and right-of-way unto
the said Grantee, its successors and assigns, until all of said lines and other Facilities
shall be abandoned, and in that event said easement and right-of-way shall cease and
all rights herein granted shall terminate and revert to Grantor or Grantor's heirs,
successors or assigns; and Grantor hereby binds Grantor and Grantor’s heirs,
successors, assigns, and legal representatives, to warrant and forever defend the
above described easement and right-of-way unto Grantee, its successors and assigns,
against every person whomsoever lawfully claiming or to claim the same or any part
thereof. This easement may be assigned in whole or in part.
VERSION 111209
EASEMENT AND RIGHT OF WAY Page 4
EXECUTED this __ day of _________, A.D. 2013
CITY OF COPPELL
By: _____________________________
Karen Hunt, Mayor
ACKNOWLEDGMENT
STATE OF TEXAS §
§
COUNTY OF DALLAS §
BEFORE ME, the undersigned authority, on this day personally appeared Karen
Hunt, as the Mayor of the City of Coppell, known to me to be the person whose name is
subscribed to the foregoing instrument and acknowledged to me that she executed the
same for the purposes and consideration therein expressed, in the capacity therein
stated and she is authorized to do so.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this __ day of
____________, A. D. 2013
___________________________________________
Notary Public in and for the State of Texas
After recording, return to:
Laura De La Paz
Oncor Electric Delivery Company
Suite 505
115 W 7th Street
Ft. Worth, Texas 76102
9407-ESMT-FN
EXHIBIT A
FIELD NOTES
CITY OF COPPELL
CENTERLINE OF PROPOSED EASEMENT
Being a centerline description of a proposed transmission line easement being located
in the J.E. HOLLAND SURVEY, ABSTRACT 614, J. MOORE SURVEY, ABSTRACT
968, T.L. HOLLAND SURVEY, ABSTRACT 624, G.W. JACK SURVEY, ABSTRACT
694 and S.A. & M.G. RAILROAD COMPANY SURVEY, ABSTRACT 1430, Dallas
County, Texas, being a portion of that certain property being located within the Right Of
Way (R.O.W.) of Sandy Lake Road and being more particularly described, by metes
and bounds, as follows:
BEGINNING at a point (N 7,040,266.21 E 2,424,901.68) being located in the South line
of that certain TU Electric 2.726 acre tract described by plat recorded in Volume 90048,
Page 2697, Official Public Records, Dallas County, Texas (O.P.R.,D.Co.,Tx.) and
bearing South 47 degrees 25 minutes 39 seconds East a distance of 449.72 feet from
an aluminum cap monument found for Northwest corner of said TU Electric 2.726 acre
tract;
THENCE departing said South line of 2.726 acre TU Electric tract, South 00 degrees 12
minutes 54 seconds West a distance of 19.90 feet to an angle point bearing North 62
degrees 19 minutes 19 seconds East a distance of 220.87 feet from a 1/2 inch iron pin
found in the South R.O.W. line of said Sandy Lake Road for common Northwest corner
of Lot 1, Block B of Oakbend Addition as recorded in Volume 91059, Page 1427,
O.P.R.,D.Co.,Tx. and Northeast corner of Lot 24, Block B of said Oakbend Addition;
THENCE South 48 degrees 38 minutes 53 seconds East a distance of 439.21 feet to an
angle point;
THENCE South 49 degrees 26 minutes 34 seconds East a distance of 430.81 feet to an
angle point bearing North 41 degrees 55 minutes 55 seconds West a distance of 45.81
feet from a 1/2 inch iron pin found in the South R.O.W. line of said Sandy Lake Road for
common Northeast corner of Lot 28, Block A of The Woodlands of Coppell as recorded
in Volume 95200, Page 2733, O.P.R.,D.Co.,Tx. and Northwest corner of Lot 29, Block A
of said Woodlands of Coppell;
THENCE South 50 degrees 14 minutes 27 seconds East a distance of 381.00 feet to an
angle point bearing South 55 degrees 11 minutes 30 seconds East a distance of 112.88
feet from a 1/2 inch iron pin found in the South R.O.W. line of said Sandy Lake Road for
most Northerly corner of Lot 1, Block A of said Woodlands of Coppell;
THENCE South 48 degrees 02 minutes 14 seconds East a distance of 412.79 feet to an
angle point;
Page 1 of 3
Date: 07/02/12
THENCE South 57 degrees 25 minutes 28 seconds East a distance of 345.73 feet to an
angle point bearing North 76 degrees 21 minutes 04 seconds East a distance of 25.63
feet from a 5/8 inch iron pin found for interior corner of that certain Tract I conveyed to
City of Coppell, Texas by deed recorded in Volume 91203, Page 1489,
O.P.R.,D.Co.,Tx. and bearing North 43 degrees 40 minutes 00 seconds West a
distance of 141.36 feet from a 5/8 inch iron pin found in the East R.O.W. line of Coppell
Road for most Northerly corner of Lot 16, Block D of Forest Cove Phase 1 as recorded
in Volume 98032, Page 9, O.P.R.,D.Co.,Tx. and most W esterly Northwest corner of Lot
17 of said Forest Cove Phase 1;
THENCE South 85 degrees 07 minutes 31 seconds East a distance of 547.94 feet to an
angle point;
THENCE North 89 degrees 45 minutes 19 seconds East a distance of 615.16 feet to an
angle point bearing North 85 degrees 08 minutes 54 seconds East a distance of 308.60
feet from a 1/2 inch iron pin found for common Northeast corner of Lot 1, Block A of said
Forest Cove Phase 1 and Northwest corner of Lot 12, Block A of Forest Cove Phase 2
as recorded in Volume 98032, Page 10, O.P.R.,D.Co.,Tx.;
THENCE North 89 degrees 39 minutes 00 seconds East a distance of 960.46 feet to an
angle point bearing North 84 degrees 29 minutes 10 seconds East a distance of 59.54
feet from a 1/2 inch iron pin found in the South R.O.W. line of said Sandy Lake Road for
common Northeast corner of Lot 2, Block B of Georgian Place as recorded in Volume
99119, Page 1, O.P.R.,D.Co.,Tx. and Northwest corner of Lot 3, Block B of said
Georgian Place;
THENCE South 89 degrees 16 minutes 40 seconds East a distance of 454.13 feet to an
angle point bearing North 21 degrees 10 minutes 34 seconds East a distance of 8.88
feet from a 5/8 inch iron pin found at the intersection of the South R.O.W. line of Sandy
Lake Road and West line of that certain 3.0128 acre tract conveyed to General
Telephone Company of the Southwest by deed recorded in Volume 82021, Page 1087,
O.P.R.,D.Co.,Tx. for Northeast corner of Lot 21, Block A of said Georgian Place;
THENCE South 82 degrees 16 minutes 07 seconds East a distance of 559.14 feet to an
angle point bearing South 84 degrees 05 minutes 38 seconds East a distance of 203.29
feet from a 5/8 inch iron pin found at the intersection of the South R.O.W. line of Sandy
Lake Road, the East line of that certain 2.7614 acre tract conveyed to General
Telephone Company of the Southwest by deed recorded in Volume 82021, Page 1087,
O.P.R.,D.Co.,Tx. and West line of that certain 12.69 acre tract conveyed to H.T.
Ardinger, Jr. by deed recorded in Volume 80024, Page 676, O.P.R.,D.Co.,Tx.;
THENCE North 89 degrees 37 minutes 00 seconds East a distance of 509.36 feet to an
angle point bearing North 81 degrees 46 minutes 29 seconds West a distance of 88.97
feet from a 5/8 inch iron pin found in the South R.O.W. line of Sandy Lake Road for
Page 2 of 3
Date: 07/02/12
common Northeast corner of that certain Lot 2 of Sandy Lake Crossing as recorded in
Volume 88037, Page 2602, O.P.R.,D.Co.Tx. and Northwest corner of that certain Lot 3,
Block 1 of Sandy Lake Crossing as recorded in Volume 90012, Page 3601,
O.P.R.,D.Co.,Tx.;
THENCE North 88 degrees 47 minutes 32 seconds East a distance of 641.88 feet to a
point (N 7,038,868.11 E 2,430,730.58) for end of herein described centerline, containing
6,375.96 linear feet.
PREPARED FROM DEED RECORDS FURNISHED AND A
SURVEY MADE ON THE GROUND JUNE, 2012.
ISAAC P. GRIER R.P.L.S. 5838
OTE: Bearings, distances, acreages & coordinates are based on
NAD 83 Grid, North Central Zone, Texas State Plane Coordinate
System.
Grid to surface scale factor = 1.00014557
Page 3 of 3
Date: 07/02/12
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-0998
File ID: Type: Status: 2013-0998 Agenda Item Passed
1Version: Reference: In Control: Administration
04/15/2013File Created:
04/23/2013Final Action: Main Street Phase II Development AgreementFile Name:
Title: Discuss and consider approving a Development Agreement and Economic
Development Grant between the City of Coppell and CSE Commercial Real
Estate, L.P. and authorize the City Manager and Mayor to sign all appropriate
and necessary agreements and instruments related thereto.
Notes:
Agenda Date: 04/23/2013
Agenda Number: 10.
Sponsors: Enactment Date:
Development Agreement Memo.pdf, Development
Agreement.pdf
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 PassApproved04/23/2013City Council
Presentation: Mindi Hurley, Economic Development Coordinator, made a presentation to Council.
A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Gary Roden,
that this Agenda Item be approved. The motion passed by an unanimous vote.
Action Text:
Councilmember Tim Brancheau, Councilmember Bob Mahalik,
Councilmember Gary Roden, Mayor Pro Tem Billy Faught,
Councilmember Marvin Franklin, and Councilmember Aaron Duncan
6Aye:
Text of Legislative File 2013-0998
Title
Discuss and consider approving a Development Agreement and Economic Development Grant
between the City of Coppell and CSE Commercial Real Estate, L .P. and authorize the City
Manager and Mayor to sign all appropriate and necessary agreements and instruments related
thereto.
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-0998)
Summary
Fiscal Impact:
[Enter Fiscal Impact Statement Here]
Staff Recommendation:
Economic Development recommends approval.
Goal Icon:
Business Prosperity
Special Place to Live
Page 2City of Coppell, Texas Printed on 12/28/2017
1
MEMORANDUM
To: Mayor and City Council
From: Clay Phillips, City Manager
Date: April 23, 2013
Reference: Discuss and consider approving a Development Agreement and Economic
Development Grant between the City of Coppell and CSE Commercial Real Estate,
L.P. and authorize the City Manager and Mayor to sign all appropriate and necessary
agreements and instruments related thereto.
2030: Business Prosperity and Special Place to Live
Introduction:
The City has owned approximately 46.57 acres of land located along S. Coppell Road south of
Bethel Road since 1999. The City sold 9.4 acres of that land to Kolberg Development, LLC in
2007 for the development of a special events center, a boutique hotel and a variety of retail and
restaurant establishments. Kolberg Development, LLC failed to perform as sp ecified in the
Purchase and Sale Agreement; therefore, the City purchased the land back in 2011. Since that time,
the land has remained vacant.
On March 26, 2013, the City entered into a Letter of Intent with CSE Commercial Real Estate, LP
to purchase a portion of that land for the development of approximately 64 single family homes.
CSE is working with Darling Homes to develop 2-story Craftsman style homes on the east side of
S. Coppell Road in accordance with the design guidelines established for Old Town Coppell.
The development of these homes helps to meet the objective of promoting new urban housing with
density found in the Vision Coppell 2030 Special Place to Live Strategy. These homes will be zero
lot line homes, which was specifically identified as a form of new urban housing. It also helps to
increase opportunities for living in Old Town Coppell, which is part of the Business Prosperity
Strategy. Ultimately, the construction of 64 new homes will add to the critical mass of residents
living in the area to support existing and future retail and restaurant establishments in Old Town
Coppell.
2
Analysis:
CSE will be purchasing lots in phases over a three year period, but they will need to make public
improvements to the entire 7.944 acres in order to serve the 64 lot development. Therefore, the
Development Agreement and Economic Development Grant allows CSE to make public
improvements that are necessary to serve the lots prior to purchasing the total gross square footage
from the City. The Development Agreement and Economic Development Grant also allows the
City to sell the land, if necessary, for less than the fair market value. CSE will be purchasing the
land for $4.70 per gross square foot for a total purchase price of $1,626,391.
Legal Review:
Agenda item was reviewed by Bob Hager and Kevin Laughlin.
Fiscal Impact:
The fiscal impact of this Agenda item is $1,626,391 as the total purchase price for CSE. Per new
IRS regulations, a restricted escrow must now be established, rather than designating fund
balance. At the point that the escrow has sufficient funds to pay off the bonds, then the bonds must
be called and paid off.
Recommendation:
Economic Development recommends approval.
PAGE 1 DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
BETWEEN CITY OF COPPELL AND CSE COMMERCIAL REAL ESTATE, L.P
(kbl:4/15/13:60210)
STATE OF TEXAS
COUNTY OF DALLAS
§
§
§
§
DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT
AGREEMENT BETWEEN CITY OF COPPELL AND
CSE COMMERCIAL REAL ESTATE, L.P.
This Development Agreement (this “Agreement”) is made by and between the City of
Coppell, (“City”), a Texas home rule municipality and CSE Commercial Real Estate, L.P.,
(“Company”) a Texas limited partnership or its permitted assigns, acting by and through their
respective authorized officers or partners.
WITNESSETH:
WHEREAS, City desires that the Project be developed in accordance with the Plan on
the Land, which presently is owned by City; and
WHEREAS, the City Council has determined that Company has presented the proposal
that will be most advantageous to City for development of the Land for the Project; and
WHEREAS, Company will develop the Land and purchase the finished Lots in phases in
accordance with the Option Agreement; and
WHEREAS, Company has advised City that a contributing factor that would induce
Company to develop the Land and construct the Project would be an agreement by City to
provide an economic development grant to Company to the extent such grant is necessary to
purchase Lots pursuant to the Option Agreement in the event the fair market value of the Land,
as determined by City, exceeds $4.70 per square foot; and
WHEREAS, City has adopted programs for promoting economic development; and
WHEREAS, City is authorized by TEX. LOC. GOV’T. CODE § 380.001 to provide
economic development grants to promote local economic development and to stimulate business
and commercial activity in City’s incorporated limits; and
WHEREAS, City has determined that making an economic development grant to the
Company in accordance with this Agreement will further the objectives of City, will benefit the
City and City’s inhabitants and will promote local economic development and stimulate business
and commercial activity in City.
WHEREAS, City is authorized by Article 52-a Texas Constitution and TEX. LOC. GOV’T
CODE CHAPTER 380 to provide economic development grants to promote local economic
development and to stimulate business and commercial activity in the City; and
PAGE 2 DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
BETWEEN CITY OF COPPELL AND CSE COMMERCIAL REAL ESTATE, L.P
(kbl:4/15/13:60210)
WHEREAS, City will continue to retain title to the Land while Company constructs or
causes the construction of the Public Infrastructure necessary to serve the Lots to be purchased by
Company pursuant to the Option Agreement; and
WHEREAS, City and Company desire to set forth the terms and conditions pursuant to
which the construction of the Public Infrastructure will occur while City retains title to the Land;
NOW THEREFORE, in consideration of the foregoing, and other valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
Article I
Term
The term of this Agreement shall begin on the Effective Date and continue until the
Expiration Date, unless sooner terminated as provided herein.
Article II
Definitions
Unless the context clearly indicates a different meaning, the following words and phrases
shall have the meanings set forth below:
“Allocated Gross Square Feet” shall have the meaning set forth in the Option
Agreement.
“Business Day” means a day on which banks in Dallas, Texas are generally open for
business (but not including Saturdays).
“CEDF” means the Coppell Economic Development Foundation, a Texas non-profit
corporation.
“City” means the City of Coppell, Texas.
“City Contract” means that certain Purchase and Sale Agreement by and between City
and CEDF relating to the sale by City of the Land to CEDF.
“City Council” means the City Council of the City of Coppell, Texas.
“Commencement of Construction” means with respect to the Public Infrastructure, that:
(i) the plans have been prepared and all approvals thereof required by applicable governmental
authorities have been obtained; (ii) all necessary permits for construction pursuant to the
respective plans therefore have been issued by all applicable governmental authorities; and (iii)
grading of the Land has commenced for the Public Infrastructure.
PAGE 3 DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
BETWEEN CITY OF COPPELL AND CSE COMMERCIAL REAL ESTATE, L.P
(kbl:4/15/13:60210)
“Company” means CSE Commercial Real Estate, L.P., a Texas limited partnership, or its
permitted assigns.
“Completion of Construction” means with respect to the Public Infrastructure that: (i)
the Public Infrastructure, or portion thereof, has been substantially completed, and (ii) a
certificate of substantial completion has been issued by the general contractor(s) for the work;
and (iii) the City has accepted the Public Infrastructure or portion thereof.
“Concept Plan” means a preliminary conceptual plan for the development of the Land for
the Project as depicted in Exhibit “A” attached hereto and incorporated herein by reference.
“Covenants” means the restrictive covenants described in Declaration of Covenants,
Conditions and Restrictions for Main Street Coppell dated May 3, 2012, executed by Main Street
Coppell, Ltd. and recorded May 4, 2012 as CC No. 201200128399 in the Official Public Records
of Dallas County, Texas, as amended and supplemented.
“Design Guidelines” means the development guidelines for Old Coppell as approved by
City, from time to time, and as reflected in the Concept Plan.
“Effective Date” means the date when (a) this Agreement bears the signatures of all of the
authorized representatives of the Parties, (b) the Option Agreement is effective, and (c) the City
Contract is effective.
“Engineering Costs” shall mean all costs of the Engineering Services to be incurred in
connection with the design and construction of the Public Infrastructure.
“Engineering Services” means the professional engineering and surveying services
relating to the design and construction of the Public Infrastructure.
“Event of Bankruptcy, Insolvency, or Forfeiture” shall mean the dissolution or
termination of a Party’s existence as a going business, insolvency, appointment of receiver for any
significant part of such Party’s property and such appointment is not terminated within ninety (90)
days after such appointment is initially made, any general assignment for the benefit of creditors, or
the commencement of any proceeding under any bankruptcy or insolvency laws by or against such
party and such proceeding is not dismissed within ninety (90) days after the filing thereof. An event
of forfeiture shall also include the suspension or termination of the right to conduct business in the
State of Texas pursuant to applicable provisions of the Texas Business Organizations Code for
failure to pay required Impositions or file required reports.
“Expiration Date” means the third (3) anniversary of the Final Approval Date, unless
sooner terminated as provided herein.
PAGE 4 DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
BETWEEN CITY OF COPPELL AND CSE COMMERCIAL REAL ESTATE, L.P
(kbl:4/15/13:60210)
“Final Approval Date” shall have the meaning specified in Section 2.1(c)(2) of the
Option Agreement.
“Finished Lot” means a developed lot or parcel with frontage on a public street with on-
site utilities installed.
“Force Majeure” means any contingency or cause beyond the reasonable control of a
party including, without limitation, acts of God or the public enemy, war, terrorism, riot, civil
commotion, insurrection, criminal acts by unrelated third parties, government or de facto
governmental action (unless caused by acts or omissions of the party) adverse weather, fires,
explosions or floods, strikes, slowdowns or work stoppages.
“Grant” means, with respect to each Lot sold to Company pursuant to the Option
Agreement, an economic development grant made by City to Company pursuant to Chapter 380
of the Texas Local Government Code in an amount equal to the product of (1) the difference
between $4.70 per Allocated Gross Square Feet of the Subject Lot(s) and the fair market value
per Allocated Gross Square Feet of the Subject Lot(s) as determined by an appraisal obtained by
City multiplied by (2) the number of Allocated Gross Square Feet of the Subject Lot(s).
“Gross Square Feet” shall have the meaning set forth in the Option Agreement.
“Impositions” means all taxes, assessments, use and occupancy taxes, charges, excises,
license and permit fees, and other charges by public or governmental authority, general and
special, ordinary and extraordinary, foreseen and unforeseen, which are or may be assessed,
charged, levied, or imposed by any public or governmental authority on Company and/or
affecting the Land.
“Land” means an approximately 7.944± acre tract of land being all or a portion of Lots 1
through 5, Block A, The Villages of Old Coppell, an addition to the City of Coppell, Texas,
according to the plat thereof recorded as Instrument No. 20070444189, Official Public Records,
Dallas County, Texas, and a portion of Lot 1, Block A, Grapevine Springs Community Center
Addition, an addition to the City of Coppell, Texas, according to the plat thereof recorded as
Instrument No. 20080382276, Official Public Records, Dallas County, Texas, subject to final
configuration and area to be shown on the City Survey (as defined in Section 3.10(a) of the
Option Agreement).
“Option Agreement” means that certain agreement between CEDF and Company
effective _______________, 2013, granting to Company an option to purchase the Lots.
“Option Land” means the real property which includes all of the Lots as shown on the
Plat.
“Parties” means collectively Company and City.
PAGE 5 DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
BETWEEN CITY OF COPPELL AND CSE COMMERCIAL REAL ESTATE, L.P
(kbl:4/15/13:60210)
“Planned Development District Ordinance” means the planned development zoning
ordinance governing the development of the Land to be adopted by City during the Inspection
Period as provided in the Option Agreement.
“Plan” means the development plan for the Project to be agreed upon between City and
Company during the Inspection Period as provided in Section 2.1(c)(2) of the Option Agreement,
which shall incorporate the development and use standards substantially consistent with the
numbers and sizes of lots and residential product mix set forth in the Concept Plan.
“Plat” means the final plat of the Land for the Project to be approved by City during the
Inspection Period as provided in Section 2.1(c)(2) of the Option Agreement.
“Project” means a residential development to be constructed on the Land in accordance
with the Plan.
“Public Infrastructure” means and refers to all public rights of way, including streets
and alleys; water, storm water and sanitary sewer in the public right-of-way in suitable capacities
for the completion of the Project; public fire hydrants; all street or pedestrian lighting in or
adjacent to the public right-of-way; open space or park areas as shown on the Plat; and the initial
Storm Water Pollution Prevention Plan and implementation.
“Related Agreements” means the Option Agreement, the Temporary Construction
Easement Agreement, the Covenants and any other appropriate agreement(s) related to the
Project.
“Subject Lot” shall have the meaning set forth in the Option Agreement.
“Substantially Complete” or “Substantial Completion” mean that stage by which the
construction of the respective improvements and/or infrastructure or the designated portion
thereof, is sufficiently complete in accordance with the respective plans that City and/or
Company, as applicable, can occupy and/or enjoy the beneficial use of the respective
improvements or designated portion thereof, for its intended purpose, exclusive of punch list
items even though minor miscellaneous beyond punch list work and/or adjustment may be
required.
“Temporary Construction Easement Agreement” means the agreement substantially
in the form set forth in Exhibit “B”, hereto, setting forth the terms and conditions relating to the
use of all or the portions of the Land still owned by City for the construction of the Public
Infrastructure and/or construction of private improvements to be constructed on Lots sold to
Company pursuant to the Option Agreement.
PAGE 6 DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
BETWEEN CITY OF COPPELL AND CSE COMMERCIAL REAL ESTATE, L.P
(kbl:4/15/13:60210)
Article III
Design and Construction of the Public Infrastructure
3.1 Company to Design and Construct. Company agrees, at its sole cost and
expense (subject to Section 3.11, below) to design and construct, or cause the design and
construction of, the Public Infrastructure on the Land in accordance with the Plan. Company
shall cause all necessary permits and approvals required by City and any applicable governmental
authorities to be issued for the construction of the Public Infrastructure. Company shall, at its
cost be responsible for the design, inspection and supervision of the construction of the Project
and the Public Infrastructure.
3.2 Compliance with Laws. Company shall comply with all local and state laws and
regulations regarding the design and construction of the Project and the Public Infrastructure
applicable to similar facilities constructed by City, including, but not limited to, any applicable
requirement relating to payment, performance and maintenance bonds. Upon Completion of
Construction of the Public Infrastructure, Company shall provide City with a final cost summary
of all costs associated with the construction of the Public Infrastructure, and provide proof that
all amounts owing to contractors and subcontractors have been paid in full evidenced by the
customary affidavits executed by Company and/or its contractors.
3.3 Payment and Performance Bonds. In connection with the construction of the
Public Infrastructure, Company shall :
(a) Furnish to City a performance bond in a form reasonably satisfactory to
City for the construction of the Public Infrastructure to ensure completion thereof in
accordance with Chapter 2253, Texas Government Code, as amended and Texas Local
Government Code §212.073; and
(b) Must require its contractor to furnish a payment bond in a form reasonably
acceptable to City which complies with Chapter 53, Subchapter I, Texas Property Code,
as amended, which payment bond shall show City and Company both as “owners” and be
in an amount not less than the amount of the contract for the construction of the Public
Infrastructure.
3.4 Construction Meetings. Company agrees to meet with City representatives at
least once per month to jointly review the progress of construction and to discuss any other
matters pertaining to the construction of the Public Infrastructure, or portion thereof. Company
will cause minutes of these meetings to be prepared and provided to City. Company will
otherwise keep City reasonably informed as to the progress of the Public Infrastructure, or
portion thereof and agrees to meet with City upon request to discuss the same. Furthermore,
Company will allow City’s inspector to inspect the Public Infrastructure, or portion thereof at any
time during business hours.
PAGE 7 DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
BETWEEN CITY OF COPPELL AND CSE COMMERCIAL REAL ESTATE, L.P
(kbl:4/15/13:60210)
3.5 Warranties. Company agrees, as a part of the costs of construction, to obtain and
assign to City warranties from Company’s contractors, subcontractors and suppliers providing
labor and/or materials in connection with the Public Infrastructure, or portion thereof; provided
that such assignment shall not prevent Company from enforcing the same. Such warranties shall:
(a) be at least standard industry warranties from generally recognized contractors, subcontractors
and suppliers with respect to the Public Infrastructure, or portion thereof; and (b) obligate
Company’s contractors, subcontractors and suppliers to repair all defects in the applicable
portion of the Public Infrastructure, or portion thereof, for a period of two (2) years following
Completion of Construction in conformance with City’s Code of Ordinances §13-1-14.B..
3.6 Casualty. Risk of loss due to casualty shall be borne by Company until
Completion of Construction of the Public Infrastructure, or portion thereof, at which time said
risk of loss due to Casualty shall be borne by City. Notwithstanding the foregoing, City shall
reimburse the Company for the amount of any deductible under applicable insurance policies and
uninsured theft and casualty losses (so long as Company maintains the insurance coverage
required under this Agreement). Company shall carry or cause to be carried insurance in
amounts sufficient to restore any of the Public Infrastructure, or portion thereof, damaged by
Casualty to substantially the same condition they were in immediately prior to such Casualty,
subject to industry standard deductibles. Company will in any event restore any of the Public
Infrastructure, or portion thereof, damaged or destroyed by Casualty as part of its obligation to
construct the Improvements, subject to the reimbursement obligations of City specified in this
Subsection (f).
3.7 NCTCOG Standards. Except as otherwise provided in this Agreement, the
design and construction of the Public Infrastructure shall be in accordance with the Standard
Specifications for Public Works Constructions published by the North Central Texas Council of
Governments, as amended, and as modified by City, and to the extent applicable are hereby
incorporated by reference.
3.8 Project Construction Timing. Subject to events of Force Majeure and the issuance
by City of required permits, Company agrees to:
(a) cause the Commencement of Construction of the Public Infrastructure to
occur not later than 180 days after the Final Approval Date; and
(b) cause Completion of Construction of the Public Infrastructure to occur not
later than 270 days after Commencement of Construction.
3.9 Withholding of Certificate of Occupancy. Company understands, acknowledges,
and agrees that City may withhold issuance of a building permit for any building to be constructed
on any Lot until the Public Infrastructure has been completed and accepted by City. In the event
Company, or any successor in title to Company with respect to any Lot, desires to obtain a building
permit for a building constructed on the Lot prior to completion and acceptance of the Public
PAGE 8 DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
BETWEEN CITY OF COPPELL AND CSE COMMERCIAL REAL ESTATE, L.P
(kbl:4/15/13:60210)
Infrastructure, City may, at its sole option, release a portion of the Land for construction of
buildings subject to the provisions of §13-1-16 of City’s Code of Ordinances.
3.10 Failure to Exercise All Options – No Refund. City shall have no obligation to
reimburse Company for any costs relating to the design and/or construction of the Public
Infrastructure in the event Company fails to exercise all options to purchase all Lots as provided in
the Option Agreement.
3.11 City Participation in Public Infrastructure. City agrees to participate in the cost
of the Public Infrastructure in an amount not to exceed One and No/100 Dollars ($1.00), which
amount shall in no case exceed 30% of the total contract price relating to construction of the Public
Infrastructure. City’s payment of participation in the cost of the Public Infrastructure shall be
credited against the Purchase Price at the time of the first Closing on the purchase of Lots pursuant
to the Option Agreement.
Article IV
Other Company Obligations
4.1 Development of Option Land. Company shall develop the Option Land in
accordance with the provisions of the Concept Plan, Planned Development District Ordinance,
the Covenants, the Old Coppell Design Guidelines, and other applicable land use and
development ordinances and regulations of the City.
4.2 Platting. Company shall, at Company’s sole cost, submit an application for the
Plat not later than [60] days after the Effective Date of the Option Agreement and diligently
pursue approval of the Plat so that approval is obtained prior to the end of the Inspection Period
as set forth in the Option Agreement. City agrees to reasonably cooperate with respect to signing
any applications as owner of the Land and to timely review all submittals.
4.3 Property Owners Association. Company shall be responsible for establishing a
property owners association to provide for the maintenance of the common areas within the
Project consistent with the Covenants. The property owner association documents shall be
submitted to the City Attorney for review and approval prior to the approval of the Plat, and the
Covenants shall be file of record concurrently with the closing of the purchase of the first Subject
Lot(s) pursuant to the Option Agreement. Notwithstanding the foregoing, it shall not be
necessary to establish a separate property owners association pursuant to this Section 4.4 if the
Covenants are supplemented and/or amended in such a manner as to subject the Lots purchased
by Company to the Covenants and the common areas of the Project subject to the authority and
responsibility of the Main Street Coppell Property Owners Association, Inc. as provided in the
Covenants; provided such supplement and/or amendment have been approved by the City
Attorney.
4.4 Residential Lot Development. Company shall cause all residential lots and
structures to be designed and constructed with noise mitigation features as reasonably determined
PAGE 9 DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
BETWEEN CITY OF COPPELL AND CSE COMMERCIAL REAL ESTATE, L.P
(kbl:4/15/13:60210)
by Company and approved by City; provided, however, noise mitigation features which are equal
to or more stringent than those previously approved by City for residences constructed on lots in the
Old Town Coppell Addition shall be deemed to be accepted by City. Company shall cause all
purchasers, tenants and occupants of the Option Land and buildings/improvements thereon to be
notified in writing of the noise conditions existing on the Option Land and of the existence of any
noise conditions prior to occupancy. In addition to such other notes that may be required by City
ordinance, every plat or replat of all or any portion of the Option Land shall include a note that
reads substantially as follows:
NOTICE: The property described in this plat is located within close
proximity to the flight approach and departure paths of Dallas-Fort
Worth International Airport and the City of Coppell Service Center.
Consequently, the property described in this plat may be subject to
increased noise levels resulting from activities occurring on the adjacent
City-owned property or from aircraft operations occurring above or in
close proximity to the property.
4.5 Insurance. On or before Commencement of Construction of the Public
Infrastructure, and until later of (i) the termination or expiration of the Temporary Construction
Easement or (ii) the closing of the last sale of all Lots by City pursuant to the Option Agreement,
Company shall, at Company’s expense, obtain and maintain the following insurance policies in
accordance with the following terms and conditions:
(a) A Comprehensive General Liability policy of insurance for bodily injury,
death and property damage insuring against all claims, demands or actions relating to the
Company’s performance of its obligations pursuant to this Agreement with a minimum
combined single limit of not less than $1,000,000 per occurrence for bodily injury and
property damage with an aggregate of not less than $2,000,000;
(b) An automobile liability insurance policy covering any vehicles owned
and/or operated by Company, its officers, agents, and employees, and used in the
performance of its obligations hereunder with a minimum of $1,000,000; and
(c) If Company hires any employees, statutory Worker’s Compensation
Insurance covering all employees involved in the performance of its obligations
hereunder;
(d) Insurance covering the Public Infrastructure until accepted by City against
loss or damage from perils covered by an all risk or special form policy in amounts not
less than eighty (80%) percent of the full insurable value of the buildings and other
improvements included in the Public Infrastructure; and
(e) Construction liability insurance at all times when demolition, excavation,
or construction work is in progress on the Land with limits of not less than $100,000 for
PAGE 10 DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
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property damage and $300,000 for one person and $1,000,000 for one accident for
personal injury and must protect City and Company, against all liability for injury or
damage to any person or property in any way arising out of demolition, excavation, or
construction work on the Land.
All insurance shall be endorsed to provide the following provisions: (1) name the City, its
officers, agents and employees as additional insureds as to all applicable coverage with the
exception of Workers Compensation Insurance; (2) provide for at least thirty (30) days prior
written notice to City for cancellation, non-renewal, or material change of the insurance; (3)
provide for a waiver of subrogation against City for injuries, including death, property damage,
or any other loss to the extent the same is covered by the proceeds of insurance. All insurance
companies providing the required insurance shall be authorized to transact business in Texas and
rated at least “A” by AM Best or other equivalent rating service. A certificate of insurance
evidencing the required insurance with endorsements shall be submitted to City prior to
Commencement of Construction the Public Infrastructure.
4.6 Contractor Insurance. Without limiting any of the other obligations or liabilities
of Company, Company shall require its general contractors, at the general contractor's own expense,
to maintain during the term of this Agreement, the above-required insurance including the required
certificate and policy conditions as stated herein, while performing any work on the Land prior to
its sale by City.
Article V
Grant
Pursuant to the City Contract, in the event City determines that the fair market value of one
or more Lots to be purchased by Company pursuant to the Option Agreement is greater than $4.70
per Allocated Gross Square Foot, City agrees to make a Grant to Company with respect to said
purchase, the payment of which shall be made by City to CEDF on behalf of Company and which
shall constitute part of the Purchase Price (as defined in the Option Agreement) for the Lot(s) being
purchased. At no time shall Company be entitled to receive a direct payment of a Grant.
Article VI
Temporary Construction Easement Agreement
Not later than three (3) Business Days following the payment in full by Company of the
Option Fee (including the portion of the Option Fee payable pursuant to Section 2.1(c) of the
Option Agreement), City and Company agree to execute and record the Temporary Construction
Easement Agreement.
PAGE 11 DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
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Article VII
Termination
7.1 Termination. This Agreement shall terminate upon the occurrence of any one or
more of the following:
(a) The execution by the Parties of a written agreement terminating this Agreement;
(b) The occurrence of the Expiration Date;
(c) Thirty (30) days after written notice is delivered by one Party to the other Party
alleging a breach of the terms or conditions of this Agreement by the Party
receiving the notice if such breach is not cured within said thirty (30) day period;
provided, however, such period shall be extended for an additional thirty (30) days
so long as the defaulting Party commences the cure of such breach within the
initial 30-day period and thereafter diligently pursues the completion of such
curative action; or
(d) Upon notice the date of termination provided in a notice by City to Company, if
Company suffers an Event of Bankruptcy, Insolvency, or Forfeiture; provided,
however, if the event constitutes an Event of Bankruptcy, in no case shall the
Agreement terminate if such termination would violate any applicable provisions
of Federal Bankruptcy laws;
(e) Upon the date of termination provided in a notice by City to Company if any
Imposition owed to City or the State of Texas by Company shall become
delinquent and such delinquent Imposition is not paid within thirty (30) days after
written notice thereof; provided, however, Company retains the right to timely and
properly protest and contest any such Imposition, and the payment of such
Imposition shall not be deemed delinquent until the deadline for payment of such
Imposition is required following the final determination of Company’s challenge
to same;
(f) Upon the date any subsequent Federal or State legislation or any decision by a
court of competent jurisdiction declares or renders this Agreement invalid, illegal
or unenforceable; provided, however, this paragraph shall be subject to severance
pursuant to Section 8.9, below; or
(g) upon termination of the Option Agreement if Company fails to exercise the
Option to purchase the initial set of Subject Lots and close on the purchase of said
Subject Lots within the time required by Section 3.5(a) of the Option Agreement.
7.2 City Rights Upon Termination. In the event the Agreement is terminated by
City pursuant to Section 7.1(d), (e), (f), or (g), City shall be relieved of any further obligations
PAGE 12 DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
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under this Agreement. In the event this Agreement is terminated by City pursuant to Section
7.1(c), City may seek specific performance and/or actual damages incurred as a result of such
uncured default by Company; provided, however, notwithstanding anything contained herein to
the contrary, the obligations of Company contained in Section 3.1 of this Agreement shall be
personal to Company and any assignee entity controlled by Charles Cotten and those parties shall
be the only parties against which City may seek specific performance and/or actual damages for a
breach thereof. If Company defaults pursuant to Section 3.8(a) and fails to cure such default
within the time period provided herein, the sole remedy of City shall be the termination of this
Agreement and pursuit of the remedies provided in the Option Agreement.
7.3 Company Rights Upon Termination. In the event this Agreement is terminated by
Company pursuant to Section 8.1(c), Company may seek specific performance and/or actual
damages incurred as a result of such uncured default by City.
7.4 Right of Offset. City may, at its option, following a default by Company which is
not cured within any applicable cure period, offset any amounts due and payable under this
Agreement against any debt (including Impositions) lawfully due to City from Company,
regardless of whether the amount due arises pursuant to the terms of this Agreement or otherwise
and regardless of whether or not the debt due City has been reduced to judgment by a court.
Article VIII
Miscellaneous
8.1 Binding Agreement; Assignment. The terms and conditions of this Agreement
are binding upon the successors and permitted assigns of the Parties. This Agreement may not be
assigned without the prior written consent of the City Manager; provided, however, Company
may, without City Manager approval, upon thirty (30) days prior written notice to City, assign
this Agreement to an entity controlled by Charles Cotten or to Darling Homes of Dallas, Ltd. or
an affiliate thereof (“Darling”) if the new entity or Darling, as the case may be, agrees in writing
to assume all rights and obligations of Company under this Agreement. In addition, this
Agreement may be collaterally assigned by Company (or any permitted assignee) to a financial
institution providing financing to Company (or any permitted assignee) for the purchase and/or
development of the Project.
8.2 Limitation on Liability. It is understood and agreed among the parties that
Company and City, in satisfying the conditions of this Agreement, have acted independently, and
assume no responsibilities or liabilities to third parties in connection with these actions.
8.3 No Joint Venture. It is acknowledged and agreed by the parties that the terms
hereof are not intended to and shall not be deemed to create a partnership or joint venture among
the parties.
8.4 Authorization. Each Party represents that it has full capacity and authority to
grant all rights and assume all obligations that are granted and assumed under this Agreement.
PAGE 13 DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
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8.5 Notice. Any notice required or permitted to be delivered hereunder shall be
deemed received (i) three (3) days after deposit into the United States Mail, postage prepaid,
certified mail, return receipt requested, addressed to the party at the address set forth below or (ii)
on the day actually received if sent by courier or otherwise hand delivered.
If intended for City, to:
Attn: City Manager
City of Coppell, Texas
P.O. Box 478
Coppell, Texas 75019
With a copy to:
Robert E. Hager
Nichols, Jackson, Dillard, Hager & Smith, L.L.P.
500 North Akard, Suite 1800
Dallas, Texas 75201
If intended for Company, to:
CSE Commercial Real Estate, L.P.
4956 N. O'Connor Blvd.
Irving, Texas 75062
Attn: Charles Cotten
With a copy to:
Jeffrey Fink
Apple & Fink, LLP
735 Plaza Boulevard, Suite 200
Coppell, Texas 75019
Any party shall have the right to change its address for notice by sending notice of change of
address to each other party, in the manner described above.
8.6 Entire Agreement. This Agreement is the entire agreement between the Parties
with respect to the subject matter covered in this Agreement. There is no other collateral oral or
written Agreement among the parties that in any manner relates to the subject matter of this
Agreement, except as provided or referred to in this Agreement (including the Related
Agreements) or as provided in any Exhibits attached hereto.
PAGE 14 DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
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8.7 Governing Law. This Agreement shall be governed by the laws of the State of
Texas; and venue for any action concerning this Agreement shall be in the State District Court of
Dallas County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of
said court.
8.8 Amendment. This Agreement may only be amended by a written agreement
executed by all Parties.
8.9 Legal Construction. In the event 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 other provisions, and it is the intention
of the Parties that in lieu of each provision that is found to be illegal, invalid, or unenforceable, a
provision shall be added to this Agreement which is legal, valid and enforceable and is as similar in
terms as possible to the provision found to be illegal, invalid or unenforceable.
8.10 Recitals. The recitals to this Agreement are incorporated herein.
8.11 Counterparts. This Agreement may be executed in counterparts. Each of the
counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one
and the same instrument.
8.12 Exhibits. The exhibits to this Agreement are incorporated herein by reference for
all purposes wherever reference is made to the same.
8.13 Survival of Covenants. Any of the representations, warranties, covenants, and
obligations of the parties, as well as any rights and benefits of the parties, pertaining to a period
of time following the termination of this Agreement shall survive termination.
8.14 Indemnification by Company. CITY SHALL NOT BE LIABLE OR
RESPONSIBLE FOR, AND SHALL BE INDEMNIFIED, DEFENDED, HELD HARMLESS
AND RELEASED BY COMPANY FROM AND AGAINST ANY AND ALL SUITS,
ACTIONS, LOSSES, DAMAGES, CLAIMS, OR LIABILITY OF ANY CHARACTER, TYPE,
OR DESCRIPTION, INCLUDING ALL REASONABLE EXPENSES OF LITIGATION,
COURT COSTS, AND ATTORNEY'S FEES FOR INJURY OR DEATH TO ANY PERSON,
OR INJURY OR LOSS TO ANY PROPERTY, RECEIVED OR SUSTAINED BY ANY
PERSON OR PERSONS, INCLUDING COMPANY, OR PROPERTY, ARISING OUT OF, OR
OCCASIONED BY THE PERFORMANCE OF COMPANY UNDER THIS AGREEMENT.
THE PROVISIONS OF THIS INDEMNIFICATION ARE SOLELY FOR THE BENEFIT OF
THE PARTIES HERETO AND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS,
CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. IT IS THE
EXPRESSED INTENT OF THE PARTIES TO THIS AGREEMENT THAT THE INDEMNITY
PROVIDED FOR IN THIS AGREEMENT IS AN INDEMNITY EXTENDED BY COMPANY
TO INDEMNIFY AND PROTECT CITY FROM THE CONSEQUENCES OF COMPANY’S
NEGLIGENCE, WHETHER SUCH NEGLIGENCE IS THE SOLE OR PARTIAL CAUSE OF
PAGE 15 DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
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ANY SUCH INJURY, DEATH, OR DAMAGE. NOTWITHSTANDING ANYTHING
CONTAINED HEREIN TO THE CONTRARY, COMPANY SHALL NOT DEFEND,
INDEMNIFY OR HOLD CITY HARMLESS FROM AND AGAINST ANY CLAIMS
ARISING OUT OF, OR OCCASIONED BY THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF CITY OR RELATED TO ANY EMINENT DOMAIN PROCEEDINGS
(OR PROPERTY ACQUISITIONS IN LIEU THEREOF) RELATED TO THE PROJECT.
8.15 Approvals. Whenever an approval or consent is required by a Party under the
terms of this Agreement, such approval or consent shall not be unreasonably withheld, delayed or
conditioned.
8.16 Current Revenue. Under no circumstances shall City’s obligations hereunder be
deemed to create any debt within the meaning of any constitutional or statutory provision.
Further, City shall not be obligated to pay any commercial bank, lender or similar institution for
any loan or credit agreement made by Company and/or Company.
8.17 Condition Precedent.
(a) This Agreement shall not be effective and is subject to and conditioned upon the
following conditions having occurred: (i) Company and CEDF having entered into the Option
Agreement; (ii) Company having submitted an application for zoning change for the Planned
Development District Ordinance; (iii) City having adopted the Planned Development District
Ordinance with no changes or conditions to the application not approved by Company; and (iv)
City shall have caused a final plat of the Land to be approved in accordance with City’s
applicable subdivision ordinances and regulations.
(b) If Company terminates this Agreement due to the failure of the conditions
described in clauses (a) (iii) or (iv) above, City shall reimburse Company for all Option Fee
payments made under the Option Agreement.
8.18 Employment of Undocumented Workers. During the term of this Agreement,
Company agrees not to knowingly employ any undocumented workers and, if convicted of a
violation under 8 U.S.C. Section 1324a (f), Company shall repay the amount of the any grants and
any other funds received by the Company from the City as of the date of such violation within 120
days after the date Company is notified by City of such violation, plus interest at the rate
periodically announced by the Wall Street Journal as the prime or base commercial lending rate, or
if the Wall Street Journal shall ever cease to exist or cease to announce a prime or base lending rate,
then at the annual rate of interest from time to time announced by Citibank, N.A. (or by any other
New York money center bank selected by City) as its prime or base commercial lending rate, from
the date of such notice until paid.
8.19 Attorneys Fees. If it becomes necessary for either party hereto to file a suit to
enforce this Agreement or any provisions contained herein, the Prevailing Party in such action is
entitled to recover, in addition to all other remedies or damages, reasonable legal fees and court
PAGE 16 DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
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costs incurred by the Prevailing Party in such suit. The term “Prevailing Party” means the Party
whose relief in an action is closest to the relief sought in the initial pleading in such proceeding
(whether by way of affirmative recovery or defense of claim).
(Signatures on Following Page)
PAGE 17 DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
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SIGNED AND AGREED this the ___ day of _________________, 2013.
CITY OF COPPELL, a Texas home rule
municipality
By:_________________________________
Karen Selbo Hunt, Mayor
Attest:
By:
Christel Pettinos, City Secretary
Agreed as to Form:
By:__________________________
City Attorney
SIGNED AND AGREED this the ____ day of _________________, 2013.
CSE COMMERCIAL REAL ESTATE, L.P., a
Texas Limited Partnership
By: Debco Partners, L.L.C., a Texas
limited liability company, its general
partner
By:______________________________
Charles Cotten, Member
PAGE 1 EXHIBIT “A” TO DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
BETWEEN CITY OF COPPELL AND CSE COMMERCIAL REAL ESTATE, L.P
(kbl:4/15/13:60210)
Exhibit “A”
Concept Plan
PAGE 1 EXHIBIT “B” TO DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
BETWEEN CITY OF COPPELL AND CSE COMMERCIAL REAL ESTATE, L.P
(kbl:4/15/13:60210)
Exhibit “B”
Form of Temporary Construction Easement Agreement
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING
INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN
REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:
YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER
TEMPORARY CONSTRUCTION EASEMENT AGREEMENT
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS §
This TEMPORARY CONSTRUCTION EASEMENT AGREEMENT (this
“Agreement”) is made and executed as of the _____ day of ____________________, 20__, (the
“Effective Date”), by and between CITY OF COPPELL, TEXAS, a Texas home rule
municipality (“Grantor”), whose mailing address is P.O. Box 9478, Coppell, Dallas County,
Texas 75019, and CSE COMMERCIAL REAL ESTATE, L.P., a Texas limited partnership
(“CSE”) and its permitted successors and assigns (collectively, “Grantee”), whose mailing
address is 4956 N. O’Connor Road, Irving, Dallas County, Texas, 75062.
Preliminary Statements
Grantor and Grantee agree that the following preliminary statements are true and correct
in all material respects and incorporated into this Agreement:
A. Capitalized terms used herein which are not otherwise defined shall have the
meaning set forth in the Option Agreement (as defined below).
B. Grantor owns that certain tract of real property situated in the City of Coppell,
Dallas County, Texas, more particularly described on Exhibit “A” attached and incorporated
into this Agreement (the “Land”).
C CEDF and Grantee have entered into that certain Option Agreement dated
_____________, 2013 (as amended, the “Option Agreement”) granting Grantee an option to
purchase the Lots (the “Option Land”).
D. Grantor and CEDF have entered into that certain Purchase and Sale Agreement
dated _____________, 2013 (“the City/CEDF” Agreement”) by which Grantor has agreed to sell
the Option Land to CEDF on or before the date that Grantee purchases the Option Land from
Grantor.
E. Grantee has agreed to construct the Project upon the Land.
PAGE 2 EXHIBIT “B” TO DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
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F. In order to facilitate the timely construction of the Project, Grantee has requested a
temporary construction easement over the Land for the purpose of installing the Public
Infrastructure and the improvements that will comprise the Project prior to conveyance of title to
the Option Land to CEDF or Grantee.
G. Grantor has agreed to grant a temporary construction easement to Grantee to
facilitate the construction of the Public Infrastructure and the improvements which will comprise
the Project, on the terms and conditions set forth below.
Agreement
NOW, THEREFORE, in consideration of the mutual agreements set forth herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Temporary Easement for Construction. Subject to the terms and
provisions contained in this Agreement, Grantor hereby grants to Grantee for use by Grantee and
all future owners of all or any portion of the Option Land, and all contractors and subcontractors
of Grantee and future owners of all or any portion of the Option Land (collectively, the
“Beneficiaries”), a non-exclusive temporary easement (the “Construction Easement”) on, over
and across the Land for the purpose of permitting the Beneficiaries to construct the Public
Infrastructure and the improvements which will comprise the Project. Upon Substantial
Completion of the Public Infrastructure, Grantor shall inspect the same and shall, subject to the
completion of all identified punch list items, assignment of customary Grantor warranty and
bonding requirements, and compliance with all of Grantor’s applicable ordinances and
construction standards and specifications, accept the same as public property to be maintained
and repaired by Grantor.
2. Restriction on Use of Land. Use of the Land by the Beneficiaries shall be
subject to the following restrictions:
(a) The Land shall not be used by any Beneficiary for the storage of materials,
supplies or equipment for a period of longer than twelve (12) months without the
prior written consent of Grantor.
(b) All materials, supplies or equipment stored upon the Land shall be at the sole risk
and expense of the owner or lessee of such materials, supplies or equipment, and
Grantor shall have no responsibility or liability whatsoever for any damage to or
theft of such items.
(c) No improvements of any nature, including temporary fencing or latrines, shall be
placed or constructed upon the Land without the prior written consent of Grantor.
(d) Except when authorized by Grantor’s ordinances or as otherwise authorized in
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writing by Grantor, no storage of materials, supplies, or equipment shall occur
within any area of the Land which has been dedicated, conveyed, or otherwise
reserved by plat or separate instrument as a public road or street, public utility
(including, water, sanitary sewer, storm sewer, gas, or telecommunications)
easement, or drainage easement on, under, and/or over which is located any
portion of the Public Infrastructure which has been completed and accepted as
public property by Grantor.
3. Reservation of Grantor’s Rights. Grantor reserves the right to use the Land for
any purpose not inconsistent with the uses for which the grant of the Construction Easement is
made, including, without limitation, the granting of easements for public streets, utilities. or
drainage as contemplated by the Plan.
4. Duration of Easement. This Agreement and all rights associated therewith shall
be temporary and terminate upon the earlier of (i) the mutual agreement of the parties (as
provided in Section 9, below), (ii) the termination of the Option Agreement, and (iii) 20 years
following the date of recordation of this Agreement. This Agreement shall also terminate as to
those portions of the Land conveyed to Grantee pursuant to the Option Agreement after the
Effective Date. Upon the termination of this Agreement as to the entire Land, Grantee and
Grantor shall execute and record in the Official Public Records of Dallas County, Texas, a
release of this Agreement.
5. Hazardous Materials: Grantee shall not cause or allow any Hazardous Material
to be placed, stored, generated, used, released or disposed of, in, on, under, about, or transported
from the Land unless Grantee has complied with the following:
(a) Grantee must obtain Grantor’s prior express written consent. Grantor may
impose, as a condition of such consent, reasonable requirements, such as limits of the
manner, time and contractor’s associated with such.
(b) Grantee shall comply with prudent business practices and also with all
applicable federal, state and local laws, ordinances, regulations, guidelines and order
relating to health, safety and protection of persons, the public, and/or the environment.
(c) Grantee shall limit the presence of such Hazardous Material to the least
amount reasonably necessary for Grantee’s use of the Land as authorized by this
Agreement.
(d) Upon the request of Grantor, Grantee shall furnish reports, assessments or
other evidence reasonably satisfactory to Grantor showing that the Land is not being used,
nor have the Land been used by Grantee for any activities involving, directly or indirectly,
the use, generation, treatment, storage or disposal of any Hazardous Materials other that
those Hazardous Materials authorized by Grantor.
PAGE 4 EXHIBIT “B” TO DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
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(e) If at any time a release or danger of a release of Hazardous Materials is
discovered on the Land or on or into Grantor’s sewage or storm drainage system, soil, air,
groundwater or any improvements, which was caused or permitted by Grantee or
Grantee’s officers, agents, employees, contractors, permittees, invitees, lessees or
sublessees or there is the imminent danger of such release of Hazardous Materials,
Grantee, at its sole cost and expense, shall ensure removal of such Hazardous Materials
from the Land, the underlying groundwater, Grantor’s soil, air, storm drainage and the
sewage system, in accordance with requirements of all appropriate governmental
authorities.
(f) In addition to notification of proper governmental authorities, Grantee
shall immediately notify Grantor’s City Manager of any release of Hazardous Materials
that exceeds the minimum amount that must be reported to a public agency.
(g) Upon discovery of any Hazardous Materials that are a direct result of
Grantee’s activities on, in, under or emanating from the Land, any release or threat of
release of a Hazardous Materials, and/or any illness caused by exposure thereto, Grantee
shall immediately, and at its sole cost and expense, take all actions necessary to
remediate, abate, and/or rectify any such conditions at or upon the Land; provided,
however, Grantee shall have no liability for pre-existing or subsequently discovered
Hazardous Materials. For purposes of this paragraph, anything that is considered to be
“pre-existing” means anything that existed on the Land prior to Grantee coming into
possession of the Land pursuant to this Agreement.
(h) In addition to all other rights and remedies of Grantor, if the removal of
such Hazardous Materials from the Land, Grantor’s sewage or storm drainage system,
soil, air, groundwater, or any improvements is not commenced by Grantee within thirty
(30) days after written notice from Grantor of the discovery of such Hazardous Materials
and continuously pursued using commercially accepted methods and in accordance with
standards promulgated by the State of Texas or the United States Environmental
Protection Agency (“EPA”), Grantor, in its discretion, may pay to have same removed
and Grantee shall reimburse Grantor within thirty (30) days of Grantor’s demand for
payment. If Grantor is required to remediate and/or abate any such conditions caused by
Grantee on or upon the Land, Grantee shall reimburse Grantor for all costs and expenses
incurred in so doing. In its sole discretion, Grantor may, but shall not be required to,
grant Grantee more than fifteen (15) days after written notice to remove Hazardous
Materials, all at Grantee’s expense.
(i) Immediately upon receipt thereof, Grantee shall provide Grantor with
copies of any notices, claims, complaints, demands, lawsuits, hearing, investigations, or
governmental requests for information relating to the environmental condition on or of
the Land and/or Hazardous Materials on, in, under or emanating from the Land during
Grantee’s occupancy thereof pursuant to this Agreement.
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6. Insurance. On or before the commencement of construction of the Public
Infrastructure, and until the termination or expiration of this Agreement, Grantee shall, at
Grantee’s expense, obtain and maintain the following insurance policies in accordance with the
following terms and conditions:
(a) A Comprehensive General Liability policy of insurance for bodily injury,
death and property damage insuring against all claims, demands or actions relating to the
Company’s performance of its obligations pursuant to this Agreement with a minimum
combined single limit of not less than $1,000,000 per occurrence for bodily injury and
property damage with an aggregate of not less than $2,000,000;
(b) An automobile liability insurance policy covering any vehicles owned
and/or operated by Company, its officers, agents, and employees, and used in the
performance of its obligations hereunder with a minimum of $1,000,000; and
(c) If Company hires any employees, statutory Worker’s Compensation
Insurance covering all employees involved in the performance of its obligations
hereunder;
(d) Insurance covering the Public Infrastructure until accepted by Grantor
against loss or damage from perils covered by an all risk or special form policy in
amounts not less than eighty (80%) percent of the full insurable value of the buildings and
other improvements included in the Public Infrastructure; and
(e) Construction liability insurance at all times when demolition, excavation,
or construction work is in progress on the Land with limits of not less than $100,000 for
property damage and $300,000 for one person and $1,000,000 for one accident for
personal injury and must protect City and Company, against all liability for injury or
damage to any person or property in any way arising out of demolition, excavation, or
construction work on the Land.
All insurance shall be endorsed to provide the following provisions: (1) name the City, its
officers, agents and employees as additional insureds as to all applicable coverage with the
exception of Workers Compensation Insurance; (2) provide for at least thirty (30) days prior
written notice to City for cancellation, non-renewal, or material change of the insurance; (3)
provide for a waiver of subrogation against City for injuries, including death, property damage,
or any other loss to the extent the same is covered by the proceeds of insurance. All insurance
companies providing the required insurance shall be authorized to transact business in Texas and
rated at least “A” by AM Best or other equivalent rating service. A certificate of insurance
evidencing the required insurance with endorsements shall be submitted to City prior to
Commencement of Construction of the Public Infrastructure. Without limiting any of the other
obligations or liabilities of Grantee, Grantee shall require its general contractors, at the general
contractor's own expense, to maintain during the term of this Agreement, the above-required
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insurance (including the required certificate and policy conditions as stated herein) for so long as
such contractor is performing work on the Land.
7. Release. The Beneficiaries hereby release Grantor, its successors and assigns, and
their respective agents, officers, employees, lessees, tenants, subtenants, licensees and invitees
(collectively, the “Protected Parties”) from damage to property or injuries, including loss of life,
sustained by any person or persons caused by or arising out of the use of the Land or the
Construction Easement by the Beneficiaries. In addition, Grantee agrees to obtain waivers of
subrogation rights by Grantee’s insurer against the Protected Parties pursuant to the insurance
required to be obtained by Grantee pursuant to Section 5 above. GRANTOR AND GRANTEE
INTEND FOR THE RELEASE AND WAIVER SET FORTH IN THIS SECTION 6 TO
APPLY EVEN IF THE LOSS OR DAMAGE DESCRIBED IN SUCH SECTION IS
CAUSED BY THE NEGLIGENCE OF THE PROTECTED PARTIES AND EVEN IF
THE PROTECTED PARTIES WOULD OTHERWISE BE STRICTLY LIABLE FOR
SUCH LOSS OR DAMAGE UNDER APPLICABLE LAW.
8. Indemnification. GRANTEE SHALL INDEMNIFY, DEFEND, AND HOLD
GRANTOR FOREVER HARMLESS AGAINST AND FROM ANY PENALTY, OR ANY
DAMAGE, OR CHARGE, IMPOSED FOR ANY VIOLATION OF ANY LAW, ORDINANCE,
RULE OR REGULATION ARISING OUT OF THE USE OF THE LAND BY ANY
BENEFICIARY, WHETHER OCCASIONED BY THE NEGLIGENT ACT OR OMISSION OF
ANY BENEFICIARY, ITS EMPLOYEES, OFFICERS, AGENTS, CONTRACTORS OR
ASSIGNS OR THOSE HOLDING UNDER GRANTEE. GRANTEE SHALL AT ALL TIMES
DEFEND, PROTECT AND INDEMNIFY AND IT IS THE INTENTION OF THE PARTIES
HERETO THAT GRANTEE HOLD GRANTOR HARMLESS AGAINST AND FROM ANY
AND ALL LOSS, COST, DAMAGE, OR EXPENSE, INCLUDING ATTORNEY’S FEE,
ARISING OUT OF OR FROM ANY ACCIDENT OR OTHER OCCURRENCE ON OR
ABOUT THE LAND CAUSING PERSONAL INJURY, DEATH OR PROPERTY DAMAGE
RESULTING FROM USE OF THE LAND BY ANY BENEFICIARY, ITS OFFICERS,
EMPLOYEES, AGENTS, CONTRACTORS, AND INVITEES IN CONNECTION WITH THIS
AGREEMENT, EXCEPT WHEN CAUSED BY THE WILLFUL MISCONDUCT OR GROSS
NEGLIGENCE OF GRANTOR, ITS OFFICERS, EMPLOYEES OR AGENTS, AND ONLY
THEN TO THE EXTENT OF THE PROPORTION OF ANY FAULT DETERMINED
AGAINST GRANTOR FOR ITS WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.
THE RIGHTS AND PROTECTIONS AFFORDED TO GRANTOR IN THIS SECTION 7
SHALL ALSO EXTEND TO GRANTOR’S ELECTED AND APPOINTED OFFICIALS,
EMPLOYEES, AGENTS, AND REPRESENTATIVES. THIS SECTION 7 SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT.
9. Benefit; Binding Effect. This Agreement is binding upon and shall inure to the
benefit of Grantor and its successors and assigns and the Beneficiaries, including, without
limitation, all other persons or entities having or acquiring any right, title or interest in the Option
Land, or any portion thereof.
10. Amendment/Termination. This Agreement may be amended or terminated only
PAGE 7 EXHIBIT “B” TO DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
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by written agreement executed by Grantor and Grantee, without the joinder of any other owners
of all or any portion of the Land or the Option Land. Any such amendment shall be effective
when filed for record in the Official Public Records of Dallas County, Texas.
11. Default. In the event Grantee fails to perform any of Grantee’s obligations and/or
comply with any of the restrictions set forth in this Agreement (a “Default”), Grantor may give
written notice to Grantee of said Default (the “Default Notice”). If Grantee does not cure any
such Default within thirty (30) days after receipt of the Default Notice, or such earlier time if the
Default may be reasonably cured prior to such 30-day period, then Grantor shall be entitled to all
remedies available at law or in equity, including, without limitation, (i) the right to specific
performance and (ii) the right to take such self-help measures as are necessary to cure the
Default. In the latter event, Grantor may, among other things, perform any such maintenance,
repair and/or replacement as is necessary to cure the Default. Any costs incurred by Grantor shall
be reimbursed by Grantee not later than thirty (30) days of presentation of appropriate statements
of actual costs incurred therefor, together with interest at the maximum rate allowable at law
(accruing from the date said expenses were incurred). Notwithstanding the foregoing, no Default
shall entitle Grantor to terminate the Construction Easement other than as provided in Sections 4
and 9 above.
12. Attorneys' Fees. Should any party hereto employ an attorney for the purpose of
enforcing or construing this Agreement, or any judgment based on this Agreement, in any legal
proceeding whatsoever, including insolvency, bankruptcy, arbitration, declaratory relief or other
litigation, the prevailing party shall be entitled to receive from the other party or parties thereto
reimbursement for all reasonable attorneys' fees and all costs, whether incurred at the trial or
appellate level, including but not limited to service of process, filing fees, court and court
reporter costs, investigative costs, expert witness fees and the cost of any bonds, whether taxable
or not, and such reimbursement shall be included in any judgment, decree or final order issued in
that proceeding. The term “prevailing party” means the party whose relief in an action is closest
to the relief sought in the initial pleading in such proceeding (whether by way of affirmative
recovery or defense of claim).
13. Severability. If any provision of this Agreement is held to be invalid, illegal or
otherwise unenforceable for any reason, the remaining provisions of this Agreement shall remain
in full force and effect and shall not be affected thereby.
14. Governing Law. The validity of this Agreement and any of its terms and
provisions, as well as the rights and duties of the parties, shall be governed by the laws of the
State of Texas; and venue for any action concerning this Agreement shall be in State District
Court of Dallas County, Texas. The parties agree to submit to the personal and subject matter
jurisdiction of said court.
15. Entire Agreement. This Agreement embodies the complete agreement of the
parties hereto, superseding all oral or written, previous and contemporary agreements between the
parties and relating to the matters in this Agreement, and except as otherwise provided herein
cannot be modified except as provide in Section 10 above. Notwithstanding the foregoing, to the
PAGE 8 EXHIBIT “B” TO DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
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extent of any inconsistency between the terms and conditions of this Agreement and the terms and
conditions of the Option Agreement, the terms of the Option Agreement shall control.
16. Notice. Any notice required or permitted to be delivered hereunder shall be
deemed received (i) three (3) days after deposit into the United States Mail, postage prepaid,
certified mail, return receipt requested, addressed to the party at the address set forth below or (ii)
on the day actually received if sent by courier or otherwise hand delivered.
If intended for Grantor, to:
Attn: City Manager
City of Coppell, Texas
P.O. Box 478
Coppell, Texas 75019
With a copy to:
Robert E. Hager
Nichols, Jackson, Dillard, Hager & Smith, L.L.P.
500 North Akard, Suite 1800
Dallas, Texas 75201
If intended for Grantee, to:
CSE Commercial Real Estate, LP
4956 N. O'Connor Road
Irving, Texas 75062
Attn: Charles Cotten
With a copy to:
Jeffrey Fink
Apple & Fink, LLP
735 Plaza Boulevard, Suite 200
Coppell, TX 75019
Any party shall have the right to change its address for notice by sending notice of change of
address to each other party, in the manner described above. Beneficiaries (other than Grantee)
including, without limitation, all other persons or entities having or acquiring any right, title or
interest in the Option Land, or any portion thereof, by using the Land and accepting the benefits
of this Agreement, are deemed to have irrevocably appointed Grantee as their agent for purposes
of receipt of notice made pursuant to this Agreement, which agency is accepted by Grantee.
Failure of Grantee to forward any notice provided by Grantor pursuant to this Agreement to a
Beneficiary shall not constitute a failure of Grantor to provide proper notice pursuant to this
Agreement.
PAGE 9 EXHIBIT “B” TO DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
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17. Captions. Titles, headings or captions of articles or paragraphs contained in this
instrument are inserted only as a matter of convenience and for reference, and in no way define,
limit, extend or describe the scope of this instrument or the intent of any provisions hereof.
18. Multiple Counterparts. This Agreement may be executed in any number of
identical counterparts, each of which for all purposes shall be deemed an original document and
all of which together shall constitute but one and the same document; but, in making proof of this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
set forth above.
GRANTOR:
CITY OF COPPELL, TEXAS
By: ________________________________
Karen Selbo Hunt, Mayor
GRANTEE:
CSE COMMERCIAL REAL ESTATE,
L.P., a Texas limited partnership
By: Debco Partners, L.L.C., a Texas limited
liability company, general partner
By: _________________________
Charles Cotten, Member
PAGE 10 EXHIBIT “B” TO DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
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STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me this ___ day of _______________, 20__,
by Karen Selbo Hunt, Mayor of the City of Coppell, Texas, a Texas home rule municipality, on
behalf of said municipality.
______________________________________
Notary Public, State of Texas
Commission Expires:_____________________
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me this _________ day of ___________,
20__, by Charles Cotten, member, Debco Partners, LLC, a Texas limited liability company, on
behalf of said company in its capacity as General Partner for CSE Commercial Real Estate, L.P.,
a Texas limited partnership, for and on behalf of said company and partnership.
Notary Public, State of Texas
My Commission expires:_______________
PAGE 1 EXHIBIT “B” TO DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT AGREEMENT
BETWEEN CITY OF COPPELL AND CSE COMMERCIAL REAL ESTATE, L.P
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Exhibit "A"
Land
[To Be Attached]
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-0999
File ID: Type: Status: 2013-0999 Agenda Item Passed
1Version: Reference: In Control: Administration
04/15/2013File Created:
04/23/2013Final Action: Main Street Phase II Purchase and Sale AgreementFile Name:
Title: Discuss and consider authorizing City Manager to negotiate and execute a
purchase and sale agreement; and, authorize the City Manager and Mayor to
execute any and all necessary agreements and instruments related thereto,
for the transfer of all or a portion of Lots 1 through 5, Block A of the Villages of
Old Coppell Addition and a portion of Lot 1, Block A of the Grapevine Springs
Community Center, approximately 7.944 acres of land, to the Coppell
Economic Development Foundation.
Notes:
Agenda Date: 04/23/2013
Agenda Number: 11.
Sponsors: Enactment Date:
Purchase and Sale Agreement Memo.pdf, Purchase
and Sale Agreement.pdf
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 PassApproved04/23/2013City Council
Presentation: Mindi Hurley, Economic Development Coordinator, made a presentation to Council.
A motion was made by Councilmember Gary Roden, seconded by Councilmember Bob Mahalik, that
this Agenda Item be approved. The motion passed by an unanimous vote.
Action Text:
Councilmember Tim Brancheau, Councilmember Bob Mahalik,
Councilmember Gary Roden, Mayor Pro Tem Billy Faught,
Councilmember Marvin Franklin, and Councilmember Aaron Duncan
6Aye:
Text of Legislative File 2013-0999
Title
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-0999)
Discuss and consider authorizing City Manager to negotiate and execute a purchase and sale
agreement; and, authorize the City Manager and Mayor to execute any and all necessary
agreements and instruments related thereto, for the transfer of all or a portion of Lots 1 through
5, Block A of the Villages of Old Coppell Addition and a portion of Lot 1, Block A of the
Grapevine Springs Community Center, approximately 7.944 acres of land, to the Coppell
Economic Development Foundation.
Summary
Fiscal Impact:
[Enter Fiscal Impact Statement Here]
Staff Recommendation:
Economic Development recommends approval.
Goal Icon:
Business Prosperity
Special Place to Live
Page 2City of Coppell, Texas Printed on 12/28/2017
1
MEMORANDUM
To: Mayor and City Council
From: Clay Phillips, City Manager
Date: April 23, 2013
Reference: Consider and authorize City Manager to negotiate and execute a purchase and sale
agreement; and, authorize the City Manager and Mayor to execute any and all
necessary agreements and instruments related thereto, for the transfer of all or a
portion of Lots 1 through 5, Block A of the Villages of Old Coppell Addition and a
portion of Lot 1, Block A of the Grapevine Springs Community Center,
approximately 7.944 acres of land, to the Coppell Economic Development
Foundation.
2030: Business Prosperity and Special Place to Live
Introduction:
The City has owned approximately 46.57 acres of land located along S. Coppell Road south of
Bethel Road since 1999. The City sold 9.4 acres of that land to Kolberg Development, LLC in
2007 for the development of a special events center, a boutique hotel and a variety of retail and
restaurant establishments. Kolberg Development, LLC failed to perform as sp ecified in the
Purchase and Sale Agreement; therefore, the City purchased the land back in 2011. Since that time,
the land has remained vacant.
On March 26, 2013, the City entered into a Letter of Intent with CSE Commercial Real Estate, LP
to purchase a portion of that land for the development of approximately 64 single family homes.
CSE is working with Darling Homes to develop 2-story Craftsman style homes on the east side of
S. Coppell Road in accordance with the design guidelines established for Old Town Coppell.
The development of these homes helps to meet the objective of promoting new urban housing with
density found in the Vision Coppell 2030 Special Place to Live Strategy. These homes will be zero
lot line homes, which was specifically identified as a form of new urban housing. It also helps to
increase opportunities for living in Old Town Coppell, which is part of the Business Prosperity
Strategy. Ultimately, the construction of 64 new homes will add to the critical mass of residents
living in the area to support existing and future retail and restaurant establishments in Old Town
Coppell.
2
Analysis:
The Purchase and Sale Agreement allows the City to transfer approximately 7.944 acres of land to
the Coppell Economic Development Foundation for the resale of the property to CSE. The sales
price is $4.70 per gross square foot for a total purchase price of $1,626,391.
CSE will pay a $50,000 Option Fee after the documents have been executed by all parties to the
agreement. CSE will then have 120 days to inspect the property. An additional $100,000 will be
paid at the end of the inspection period as part of the Option Fee. CSE will have three years to
purchase all 7.944 acres of land.
Legal Review:
Agenda item was reviewed by Bob Hager and Kevin Laughlin.
Fiscal Impact:
The fiscal impact of this Agenda item is $1,626,391 as the total purchase price for CSE. Per new
IRS regulations, a restricted escrow must now be established, rather than designating fund
balance. At the point that the escrow has sufficient funds to pay off the bonds, then the bonds must
be called and paid off.
Recommendation:
Economic Development recommends approval.
PURCHASE AND SALE AGREEMENT: CITY OF COPPELL TO COPPELL ECONOMIC DEVELOPMENT FOUNDATION
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PURCHASE AND SALE AGREEMENT
This Purchase and Sales Agreement (“Agreement”) to buy and sell real property is
entered between City and CEDF as identified below and is effective on the date (“Effective Date”)
of the last of the signatures by City and CEDF as parties to this Agreement.
City: City of Coppell
Attn: City Manager
255 Parkway Blvd.
Coppell, Texas 75019
Phone: (972) 304-3618
Fax: (972) 304-3673
E-mail:
City’s Attorney: Robert E. Hager
Kevin B. Laughlin
Nichols, Jackson, Dillard, Hager & Smith, LLP
500 N Akard, Suite 1800
Dallas, Texas 75201
Phone: (214) 965-9900
Fax: (214) 965-0010
E-mail:rhager@njdhs.com
klaughlin@njdhs.com
CEDF: Coppell Economic Development Foundation
Attn: President
255 Parkway Boulevard
P. O. Box 9478
Coppell, Texas 75019
Phone: (972) 304-3677
Fax: (972) 304-3673
E-mail:
Developer: CSE Commercial Real Estate, L.P., or assigns
Attn: Charles Cotten
4956 N. O’Connor Road
Irving, Texas 75062
Phone: (469) 417-0101
Fax: (469) 417-0104
E-mail: charles@csecre.com
PURCHASE AND SALE AGREEMENT: CITY OF COPPELL TO COPPELL ECONOMIC DEVELOPMENT FOUNDATION
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Developer’s
Attorney:
Jeffrey Fink
Apple & Fink, LLP
735 Plaza Boulevard, Suite 200
Coppell, Texas 75019
Phone: (972) 315-1900 x232
Fax: (972) 315-1955
E-mail: www.applefinklaw.com
Title Company: Republic Title of Texas, Inc.
Attn: Kathy Haynes, Escrow Officer
8810 MacArthur Boulevard
Irving, Texas 75063
Phone: (972) 401-0222
Fax: (972) 516-2569
E-mail: khaynes@republictitle.com
Land: An approximately 7.944± acre tract of land being all or a portion of Lots
1 through 5, Block A, The Villages of Old Coppell, an addition to the
City of Coppell, Texas, according to the plat thereof recorded as
Instrument No. 20070444189, Official Public Records, Dallas County,
Texas, and a portion of Lot 1, Block A, Grapevine Springs Community
Center Addition, an addition to the City of Coppell, Texas, according to
the plat thereof recorded as Instrument No. 20080382276, Official Public
Records, Dallas County, Texas, subject to final configuration and area as
shown on the City Survey (as defined in Section 3.10(a) of the Option
Agreement).
Option Agreement That certain Option Agreement by and between CEDF and Developer
relating to the sale by CEDF of the Land to Developer substantially in the
form attached hereto as Attachment 1 and incorporated herein by
reference
.
Development
Agreement:
That certain Development and Economic Development Grant Agreement
by and between City and Developer substantially in the form attached
hereto as Attachment 2 and incorporated herein by reference.
Inspection Period: The period commencing on the Effective Date and ending on the
termination of the Inspection Period as defined in the Option Agreement.
Closing Date: Concurrent with the various closing dates on the sale of the Land, or
portions thereof, by CEDF to Developer as set forth in the Option
Agreement.
PURCHASE AND SALE AGREEMENT: CITY OF COPPELL TO COPPELL ECONOMIC DEVELOPMENT FOUNDATION
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Purchase Price: For each Lot, (a) the product of $4.70 multiplied by the number of
Allocated Gross Square Feet within such Lot and (b) the Grant. By way
of example, if the entire area of the Land as determined by the City
Survey is 346,040.6 square feet, the cash portion of the Purchase Price to
be paid by Company for all Lots will be 346,040.6 times $4.70, or
$1,626,390.82, which amount shall be allocated at the time of each
Closing based on the area of the Lots being sold at the time in relation to
the total area of the Lots. If the appraisal obtained by City finds the fair
market value of the Land exceeds $4.70 per square foot, the balance of
the Purchase Price to be paid at Closing for each Subject Lot after the
payment of the cash portion of the Purchase Price will consist of a Grant.
Grant: As defined in the Development Agreement and the Option Agreement.
WHEREAS, City is authorized by TEX. LOC. GOV’T CODE §380.001 to provide
economic development incentives to support the expansion of local economic development; and
WHEREAS, CEDF desires to purchase the Land from City for resale to Developer
pursuant to the Option Agreement for development in accordance with the Development
Agreement; and
WHEREAS, Tex. Loc. Gov’t Code §272.001 allows City to convey land it wants
developed by contracting with an independent foundation without auction or soliciting
competitive bids; and
WHEREAS, CEDF is a Texas non-profit corporation and qualifies as an independent
foundation under Tex. Loc. Gov’t Code §272.001; and
WHEREAS, City has obtained an appraisal of the Land and has determined that the fair
market value of the Land is greater than the amount of funds to be paid by Developer to CEDF
for the Land; and
WHEREAS, City desires to make the Grant pursuant to T EX. LOC. GOV’T CODE
§380.001 to provide an economic development incentive to Developer to purchase the Land from
CEDF and develop the Land in accordance with the Development Agreement;
NOW, THEREFORE, in consideration of the sum of Ten and No/100 Dollars ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Sale and Purchase. City agrees to sell and convey portions of the Land to CEDF
from time to time for the Purchase Price.
PURCHASE AND SALE AGREEMENT: CITY OF COPPELL TO COPPELL ECONOMIC DEVELOPMENT FOUNDATION
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2. Title, Survey, and Inspection Reports. City and CEDF understand and
acknowledge that CEDF has contracted with Developer pursuant to the Option Agreement to sell
and convey the Land, or portions thereof, to Developer. In order to save City, CEDF, and
Developer the cost of multiple surveys and title policies and to expedite both transactions, City
and CEDF agree as follows:
(a) City, as owner of the Land, agrees to reasonably cooperate with CEDF’s
obligations as City set forth in Section 3.2 of the Option Agreement with respect to
curing title objections and, pursuant thereto, CEDF shall immediately forward to City any
and all notices received by CEDF pursuant to Section 3.2(b) of the Option Agreement;
(b) The transactions described in this Agreement and the transactions
described in the Option Agreement shall be treated by the Title Company as pass-through
transactions such that Title Company shall issue only one owner’s title policy to
Developer as the ultimate purchaser and owner of the Land pursuant to Section 3.6 of the
Option Agreement; and
(c) If City does not otherwise obtain them directly, City and CEDF will
accept, review, and rely upon the survey, environmental studies, and other inspection
reports of the Land obtained by Developer pursuant to the Option Agreement as if they
were obtained by CEDF pursuant to this Agreement.
3. Inspection Period.
(a) During the Inspection Period set forth in the Option Agreement, CEDF
and/or Developer and their respective agents or employees shall have the right to enter
upon the Property during regular business hours upon reasonable notice and conduct such
inspections, tests and studies as they may deem necessary.
(b) If the Option Agreement is terminated prior to the sale of any portion of
the Land to CEDF, this Agreement shall terminate with respect to any portion of the Land
remaining to be purchased by notifying City and Title Company in writing. In such
event, neither party shall have any further claim against the other under this Agreement.
4. Closing.
(a) Except as extended as provided herein, the closing(s) on the sale of the
Land, or any portion thereof, shall occur on the Closing Date at the Title Company. City
and CEDF agree that the provisions of this Agreement shall be applicable to all closings
on the Lots (as defined in the Option Agreement).
(b) At each Closing, City shall deliver to the Title Company:
(i) a special warranty deed, in form and substance reasonably
acceptable to City, CEDF, and Developer conveying good and indefeasible title to
the Land, or portion thereof, to CEDF, free and clear of any and all encumbrances
subject only to the Permitted Exceptions;
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(ii) Such documents as may be reasonably required by Title Company
in order for Title Company to issue a Title Policy in favor of Developer as the
insured owner pursuant to Section 3.5 of the Option Agreement;
(iii) Evidence of City’s authority to close this transaction as may be
required by the Title Company; and
(iv) Settlement statement, and such other documents as Title Company
may reasonably require.
(c) At each Closing, CEDF shall deliver to City through Title Company:
(i) the Purchase Price in cash or immediately available funds,
inclusive of the Earnest Money previously paid by Developer and placed in
Escrow pursuant to the Option Agreement (to be applied as provided in the
Option Agreement) but less CEDF’s Closing cost deducted from the Purchase
Price in accordance with the Option Agreement;
(ii) such other documents that the Title Company may reasonably
require of CEDF.
With respect to the issuance of the title policy, City agrees to execute such documents as
required by the Title Company to allow the cost of the Owner’s Title Policy and any
related endorsements that are required to be issued pursuant to the Option Agreement
regarding the Land are passed through to the sale of the Land by CEDF to Developer, it
being the intent of City and CEDF that only one title policy by issued in favor of
Developer following the concurrent closing of this transaction and the transaction
between CEDF and Developer.
(d) City agrees to make the Grant on behalf of the Developer at each Closing
on the sale of the Land, or portion thereof, from CEDF to Developer, to the extent the
Development Agreement requires the payment of a Grant.
5. Taxes. CEDF understands and acknowledges that the Land is presently exempt
from the assessment of ad valorem taxes, which status may change upon conveyance of the Land
to CEDF or Developer. City shall not be responsible for payment of property taxes assessed
against the Land for periods after the date of each Closing, if any become due and payable.
6. Closing Costs. City hereby agrees to pay and be responsible for all closing costs
related to the sale of the Land to CEDF pursuant to this Agreement and CEDF’s closing costs as
City pursuant to Section 3.6 of the Option Agreement.
7. Permitted Exceptions. Those matters constituting Permitted Exceptions
pursuant to the Option Agreement shall constitute Permitted Exceptions pursuant to this
Agreement.
PURCHASE AND SALE AGREEMENT: CITY OF COPPELL TO COPPELL ECONOMIC DEVELOPMENT FOUNDATION
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8. Property Sold As Is.
(a) CEDF hereby acknowledges and agrees that the sale of the Land
hereunder is and will be made on an “as is, where is and with all faults” basis. The
occurrence of Closing shall constitute an acknowledgment by CEDF that the Land was
accepted without representation or warranty, express or implied (except as otherwise
specifically set forth herein and except for the special warranties of title set forth in the
special warranty deed).
(b) Except as otherwise specifically set forth in this Agreement and except for
the special warranties of title set forth in the special warranty deed, City hereby
specifically negates and disclaims any representations, warranties or guaranties of any
kind or character, whether express or implied, oral or written, past, present, future or
otherwise, of, as to, concerning or with respect to the Land, including without limitation
(i) the nature and condition of the Land and the suitability thereof for any and all
activities and uses which CEDF or Developer may elect to conduct thereon, (ii) the
nature and extent of any right-of-way, lease, possession, lien, encumbrance, license,
reservation, condition or any other matter relating in any way to the Land, (iii) the
compliance of the Land or its operation with any laws, ordinances or regulations of any
government or other authority or body, (iv) the existence of any toxic or hazardous
substance or waste in, on, under the surface of or about the Land, (v) geological
conditions, including, without limitation, subsidence, subsurface conditions, water table,
underground water reservoirs, limitations regarding the withdrawal of water and faulting,
(vi) whether or not and to the extent to which the Land or any portion thereof is affected
by any stream (surface or underground), body of water, flood prone area, floodplain,
floodway or special flood hazard, (vii) drainage, (viii) zoning or land use restrictions
rules and regulations to which the Land or any portion thereof may be subject, (ix) the
availability of any utilities to the Land or any portion thereof including, without
limitation, water, sewage, gas and electric and including the utility availability capacities
allocated to the Land by the relevant governmental or regulatory authority, (x) usages of
adjoining Land, (xi) access to the Land or any portion thereof, (xii) the value, compliance
with the plans and specifications, size, location, age, use, design, quality, description,
durability, structural integrity, operation, leasing, title to, or physical or financial
condition of the Land or any portion thereof, or any income, expenses, charges, liens,
encumbrances, rights or claims on or affecting or pertaining to the Land or any part
thereof, (xiii) the potential for further development of the Land, or (xiv) the
merchantability of the Land or fitness of the Land for any particular purpose (CEDF
affirming that CEDF has not relied on City’s skill or judgment to select or furnish the
Land for any particular purpose, and that City makes no warranty that the Land is fit for
any particular purpose).
(c) CEDF agrees that prior to the expiration of the Inspection Period it will
have the opportunity to examine and investigate the Land and that, in purchasing the
Land, CEDF will rely solely upon its independent examination, study, inspection and
knowledge of the Land, and CEDF is relying solely upon its own examination, study,
inspection, and, except for representations and warranties specifically set forth herein
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and, except for the special warranties of title set forth in the special warranty deed,
knowledge of the Land and CEDF’s determination of the value of the Land and uses to
which the Land may be put, and not on any information provided or to be provided by
City.
(d) The provisions of this Section 8 shall survive the termination of this
Agreement and the Closing.
9. Compliance with Tex. Loc. Govt. Code §272.001. CEDF understands and
acknowledges that City is selling the Land to CEDF in CEDF’s capacity as an independent
foundation pursuant to Tex. Loc. Gov’t Code §272.001 without conducting an auction or
soliciting competitive bids, but subject to the requirement that the Land be developed in
accordance with the Development Agreement and Option Agreement. CEDF agrees that the
resale of the Land to Developer shall be subject to the Option Agreement and Development
Agreement.
10. Conditions of Closing. Closing on the sale of any portion of the Land pursuant
to this Agreement is expressly conditioned on and subject to the following:
(a) The closing of the sale of any portion of the Land by CEDF to Developer
concurrently with the Closing of this Agreement;
(b) The Option Agreement and Development Agreement being in full force
and effect with no uncured default by Developer pending; and
(c) All other conditions for closing on the sale or any portion of the Land by
CEDF to Developer as set forth in the Option Agreement being satisfied.
11. Remedies. If a party hereto defaults, the non -defaulting party’s sole remedy shall
be to terminate this Agreement by providing written notice to the defaulting party.
12. Assignment of Rights to Deposit. As additional consideration for this
Agreement, CEDF hereby assigns any and all rights that CEDF has as City pursuant to the
Option Agreement to receipt of any Earnest Money, Option Fee, and Option Notice Termination
Fee as defined in the Option Agreement, including, but not limited to any circumstances pursuant
to which CEDF becomes entitled to receipt of the Earnest Money from the Escrow Agent ,
including termination of the Option Agreement prior to crediting such amounts to the purchase
of any portion of the Land. City understands, acknowledges, and agrees that City shall have no
vested rights in and to the Earnest Money or Option Fee unless and until such rights are vested in
CEDF pursuant to the Option Agreement.
13. Reservation of Minerals. CEDF agrees that City, for itself and its successors
and assigns, as their interests may appear, reserves unto City all oil, gas and other minerals
owned by City located in and under and that may be produced from the Land to the extent not
reserved by prior grantors; provided, however, City, for itself and its successors and assigns
hereby waives all surface rights and other rights of ingress and egress in and to the Land, and
agrees that in conducting operations with respect to the exploration for and production,
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processing, transporting and marketing of oil, gas and other minerals from the Land, that no
portion of the surface of the Land will be used, occupied or damaged and that fixtures,
equipment, buildings or structures used in connection with the exploitation of the reserved
mineral, oil and gas rights, shall not be placed on the surface of the Land. Nothing herein,
however, restricts or prohibits the pooling or unitization of the portion of the mineral estate
owned by City with land other than the Land; or the exploration or production of the oil, gas, and
other minerals by means of wells that are drilled or mines that open on land other than the Land
but enter or bottom under the Land, provided that these operations in no manner interfere with
the surface or subsurface support of any improvements constructed or to be constructed on the
Land. The foregoing reservation of minerals and City’s waiver of surface rights set forth above
shall be included in the special warranty deed.
14. Additional Reservations. In addition to the reservations of oil, gas, and mineral
interests set forth in Section 13, above, City shall have the right to reserve at Closing for itself
and its successors and assigns and the public such easements and rights-of-way shown on the
final plat of the Land, which shall constitute Permitted Exceptions at Closing to the extent they
affect the Land.
15. Notices. Notices must be in writing to and given at the addresses stated above.
Notice given by courier receipted delivery service or facsimile shall be effective upon receipt at
the address of the addressee; notice given by mail shall be effective upon receipt. In addition,
copies of notices, amendments, or termination agreements shall be sent to (a) the attorney for the
party to whom the notice is being sent and (b) to Developer and Developer’s attorneys as shown
above.
16. Miscellaneous.
(a) Entire Agreement. This Agreement contains the entire agreement
between City and CEDF, and there are no other terms, conditions, promises,
undertakings, statements or representations, either written or oral or express or implied,
concerning the sale contemplated by this Agreement.
(b) Modifications and Waiver. This Agreement may be amended only by an
instrument in writing signed by both City and CEDF. This Agreement may be terminated
only in accordance with the terms of this Agreement or by an instrument in writing
signed by both City and CEDF. No waiver of any of the provisions of this Agreement
shall constitute a waiver of any other provision, nor shall any waiver be a continuing
waiver. Except as expressly provided in this Agreement, no waiver shall be binding
unless executed in writing by the party making the waiver.
(c) Assignment. Neither party may assign its rights under this Agreement
without the prior written consent of the other party.
(d) Time is of the Essence. Time is of the essence with respect to the
performance by the parties of their respective obligations hereunder.
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(e) Effective Date. The Effective Date of this Agreement shall be the date on
which the authorized representatives of the parties have signed this Agreement.
(f) Non-Business Day. If the final date of any period provided herein for the
performance of an obligation or for the taking of any action falls on a Saturday, Sunday,
or holiday, then the end of such period shall be extended to the next business day.
(g) Headings. Section headings are for convenience of reference only and do
not modify or restrict any provisions hereof and shall not be used to construe any
provisions.
(h) Brokers. City and CEDF represent that no other broker is involved in this
Agreement and, to the extent allowed by law, each party indemnifies th e other against
brokerage or commission claims arising out of the indemnifying party's actions.
(i) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original for all purposes and constitute
one and the same instrument; but in making proof of this Agreement, it shall not be
necessary to produce or account for more than one such counterpart.
(j) Legal Construction. In the event 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
other provisions, and the Agreement shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained in it.
(k) Law Governing. This Agreement shall be construed under and in
accordance with the laws of the State of Texas; and venue for any action arising from this
Agreement shall be in the State District Court of Dallas County, Texas. The parties agree
to submit to the personal and subject matter jurisdiction of said court.
(l) Survival of Covenants. Any of the representations, warranties, covenants,
and obligations of the parties, as well as any rights and benefits of the parties, pertaining
to a period of time following the Closing shall survive.
(Signatures on Following Page)
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SIGNED AND AGREED this the _______ day of ___________, 2013.
City of Coppell, Texas
By: ______________________________________
Clay Phillips, City Manager
SIGNED AND AGREED this the ________ day of ___________, 2013.
Coppell Economic Development Foundation
By: ______________________________________
James W. Walker, President
RECEIPT OF CONTRACT
Title Company acknowledges receipt of a copy of this Agreement executed by both
CEDF and City on the ___ day of _______________________, 2013.
Republic Title of Texas, Inc.
By:______________________________________
Name:___________________________________
Title:____________________________________
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ATTACHMENT 1
FORM OF OPTION AGREEMENT
State of Texas §
§ Option Agreement
County of Dallas §
This Option Agreement (“Agreement”) is made and entered as of the Effective Date (as
defined below) by and between CSE Commercial Real Estate, L.P., a Texas limited partnership (
“Company”), and the Coppell Economic Development Foundation, a Texas nonprofit
corporation ( “CEDF”) acting by and through their authorized representatives.
WHEREAS, pursuant to Tex. Loc. Gov’t Code §272.001, CEDF has contracted or will
contract to purchase the Land (as defined below) from the City of Coppell (“the City”) in
accordance with the City Contract (as defined below) for the purpose of selling the Land to the
Company to be developed in accordance with the conceptual development plan described in
Exhibit “A” attached hereto and incorporated herein by reference (the “Conceptual Plan”); and
WHEREAS, CEDF desires to grant Company an option (the “Option”) to purchase the
portions of the Land consisting of the Lots (as defined below) for the Purchase Price; and
WHEREAS, Company desires to develop the Land in accordance with the Plan (as
defined below) and purchase the Lots pursuant to the Option;
NOW, THEREFORE, in consideration of the sum of Ten and No/100 Dollars ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
Article I
Definitions
Whenever used in this Agreement, the following words, terms, and phrases shall have the
following meanings:
“Allocated Gross Square Feet” means the number of Gross Square Feet contained
within a Lot as shown on the Plat multiplied by a fraction, the numerator of which is the number
of Gross Square Feet within the Land and the denominator of which is the number of Gross
Square Feet within all of the Lots.
“Business Day” means a day on which banks in Dallas, Texas are generally open for
business (but not including Saturdays).
“City” means the City of Coppell, Texas, a Texas home rule municipality.
“City Contract” means that certain Purchase and Sale Agreement dated and effective
_________, 2013, by and between City and CEDF relating to the sale by City of the Land to
CEDF.
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“Company” means CSE Commercial Real Estate, L.P., a Texas limited partnership, or its
permitted assigns.
“Covenants” means the restrictive covenants described in Declaration of Covenants,
Conditions and Restrictions for Main Street Coppell dated May 3, 2012, executed by Main Street
Coppell, Ltd. and recorded May 4, 2012 as CC No. 201200128399 in the Official Public Records
of Dallas County, Texas, as amended and supplemented.
“Design Guidelines” means the development guidelines for Old Coppell as approved by
City, from time to time, and as reflected in the Conceptual Plan.
“Earnest Money” shall have the meaning set forth in Section 2.1, below.
“Effective Date” means the date this Agreement bears the signatures of all of the
authorized representatives of the Parties and all conditions precedent to this Agreement being
effective have been satisfied..
“Event of Bankruptcy, Insolvency, or Forfeiture” shall mean the dissolution or
termination of a party’s existence as a going business, insolvency, appointment of receiver for any
significant part of such party’s property and such appointment is not terminated within ninety (90)
days after such appointment is initially made, any general assignment for the benefit of creditors, or
the commencement of any proceeding under any bankruptcy or insolvency laws by or against such
party and such proceeding is not dismissed within ninety (90) days after the filing thereof. An event
of forfeiture shall also include the suspension or termination of the right to conduct business in the
State of Texas pursuant to applicable provisions of the Texas Business Organizations Code for
failure to pay required Impositions or file required reports.
“Expiration Date” means the third (3) anniversary of the Final Approval Date.
“Final Approval Date” shall have the meaning specified in Section 2.1(c)(2) below.
“Grant” means, with respect to each Lot sold to Company, an economic development
grant made by City to Company pursuant to Chapter 380 of the Texas Local Government Code
in an amount equal to the product of (1) the difference between $4.70 per Allocated Gross
Square Feet of the Subject Lot(s) and the fair market value per Allocated Gross Square Feet of
the Subject Lot(s) as determined by an appraisal obtained by City multiplied by (2) the number
of Allocated Gross Square Feet of the Subject Lot(s).
“Gross Square Feet” means the number of square feet contained within the perimeter
boundaries of the area of the Land in question, without deduction for easements or any other
encumbrances upon title.
“Impositions” means all taxes, assessments, use and occupancy taxes, charges, excises,
license and permit fees, and other charges by public or governmental authority, general and
special, ordinary and extraordinary, foreseen and unforeseen, which are or may be assessed,
charged, levied, or imposed by any public or governmental authority on the Company and/or
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affecting the Land.
“Inspection Period” means the period beginning on the Effective Date and ending at
5:00 p.m. on the date 120 days thereafter.
“Land” means an approximately 7.944± acre tract of land being all or a portion of Lots 1
through 5, Block A, The Villages of Old Coppell, an addition to the City of Coppell, Texas,
according to the plat thereof recorded as Instrument No. 20070444189, Official Public Records,
Dallas County, Texas, and a portion of Lot 1, Block A, Grapevine Springs Community Center
Addition, an addition to the City of Coppell, Texas, according to the plat thereof recorded as
Instrument No. 20080382276, Official Public Records, Dallas County, Texas, subject to final
configuration and area as shown on the City Survey (as defined in Section 3.10(a)).
“Lot” means a residential lot to be developed pursuant to the Plan on the Land and as
shown on the Plat.
“Lots” means all residential lots shown on the Plat.
“Option” means the right granted to Company herein to purchase the Lots, in one or
more sales transactions that close within the periods required by this Agreement.
“Option Fee” shall have the meaning set forth in Section 2.1 below.
“Option Land” means the real property which includes all of the Lots as shown on the
Plat.
“Parties” means collectively Company and CEDF.
“Plan” means the development plan for the Project to be agreed upon between City and
Company during the Inspection Period as provided in Section 2.1(c)(2) below, which shall
incorporate the development and use standards substantially consistent with the numbers and sizes
of lots and residential product mix set forth in the Conceptual Plan.
“Plat” means the final plat of the Land for the Project to be approved by City during the
Inspection Period as provided in Section 2.1(c)(2) below.
“Project” means a residential development to be constructed on the Land in accordance
with the Plan.
“Public Infrastructure” means and refers to all public rights of way, including streets
and alleys; water, storm water and sanitary sewer in the public right-of-way in suitable capacities
for the completion of the Project; public fire hydrants; all street or pedestrian lighting in or
adjacent to the public right-of-way; open space or park areas as shown on the Plat; and the initial
Storm Water Pollution Prevention Plan and implementation.
“Purchase Price” means for each Lot, (a) the product of $4.70 multiplied by the number
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of Allocated Gross Square Feet within such Lot and (b) the Grant. By way of example, if the
entire area of the Land as determined by the City Survey is 346,040.6 square feet, the cash
portion of the Purchase Price to be paid by Company for all Lots will be 346,040.6 times $4.70,
or $1,626,390.82, which amount shall be allocated at the time of each Closing based on the area
of the Lots being sold at the time in relation to the total area of the Lots. If the appraisal obtained
by City finds the fair market value of the Land exceeds $4.70 per square foot, the balance of the
Purchase Price to be paid at Closing for each Subject Lot after the payment of the cash portion of
the Purchase Price will consist of a Grant.
“Substantially Complete” or "Substantial Completion" mean that stage by which the
construction of the respective improvements and/or infrastructure or the designated portion
thereof, is sufficiently complete in accordance with the Plan and applicable City requirements for
its intended purpose, exclusive of minor miscellaneous punch list work, and in the case of public
roads and utilities has been accepted by City for future maintenance (subject to any developer
bond requirements).
“Title Company” means Republic Title of Texas, Inc., whose address is 8810 N.
MacArthur Boulevard, Irving, Texas 75063, or such other title company as may from time to
time be chosen by CEDF, subject to the approval of Company, which approval shall not be
unreasonably withheld or delayed.
“Zoning Approval” means the zoning approval for the Land, if any, approved by City as
described in Section 2.1(c)(2) below.
Article II
The Option
2.1 Earnest Money; Option Fee. Except as otherwise provided in this Agreement,
the Earnest Money and Option Fee are non-refundable. Company shall pay the Earnest Money
and Option Fee as follows:
(a) $46,800.00 (the “Earnest Money”) to be paid to the Title Company within three
(3) Business Days after the Effective Date;
(b) $3,200.00 to be paid to CEDF within three (3) Business Days following the
Effective Date; and
(c) $100,000.00 to be paid to CEDF on or before the later of:
(1) the third (3rd) Business Day following the expiration of the Inspection
Period; and
(2) the fifteenth (15th) day following the date (the “Final Approval Date”)
upon which City has granted final approval of (i) a development plan for the Land (the
“Plan”) (ii) a final plat for the Land (the “Plat”) and (iii) any zoning changes required to
permit the development of the Land in accordance with the Plan (the “Zoning
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Approval”).
The payments required pursuant to Sections 2.1(b) and 2.1(c) above are collectively referred to
herein as the “Option Fee”. Each installment of the Option Fee must be paid by certified or
cashiers check made payable to CEDF, or wired directly to an accou nt designated by CEDF,
provided, however, upon receipt of written notice of assignment by CEDF to City of CEDF’s
rights to the Option Fee and City’s agreement to assume CEDF’s obligations relating to any
required refund of the Option Fee pursuant to Section 3.2, below, Company shall pay the Option
Fee to City. Upon payment of the portion of the Option Fee described in Section 2.1(c),
Company shall direct the Title Company to release the Earnest Money to CEDF. Upon the
release of the Earnest Money to CEDF, the Earnest Money shall be considered a part of the
Option Fee for all purposes under this Agreement.
2.2 Option Granted.
In consideration of payment of the Option Fee, CEDF hereby grants to Company the
Option, which may be exercised only upon and subject to the following:
(a) All installments of the Option Fee that are due must be paid and current; and
(b) Company must deliver to CEDF, with a copy to City, a written notice of its desire
and intent to close on one or more Subject Lots (“the Option Notice”) which must include:
(1) a confirmation of the number of Allocated Gross Square Feet within each
Subject Lot being purchased as determined from the Plat;
(2) an acknowledgement and agreement that the purchase of the Subject
Lot(s) is subject to the provisions of this Agreement and that this Agreement is in full
force and effect; and
(3) the date of the proposed Closing, which date shall be not be earlier than
ten (10) Business Days or later than forty-five (45) days following delivery of the Option
Notice to CEDF unless otherwise agreed by the Parties, but in any case not later than
forty-five (45) days following the Expiration Date.
2.3 Withdrawal of Option Notice. After CSE delivers an Option Notice to CEDF,
CSE may cancel the Option Notice on or before the date set for Closing on the Subject Lots by
delivering a written notice of cancellation (“Option Cancellation Notice”) to CEDF with a copy
to City and the Title Company; provided, however, if the Option Cancellation Notice is delivered
on or after the fifth (5th) day prior to the Closing date set forth in the Option Notice, CSE shall
pay to CEDF a cancellation fee of $250.00 which shall not be applied to any future payment of
any Purchase Price. Upon the delivery of the Option Cancellation Notice, the status of the
Subject Lots described in the Option Notice shall be as if the Option Notice had never been
delivered to CEDF and may be included as the Subject Lots set forth in a subsequent Option
Notice.
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2.4 Failure to Exercise Subsequent Options by Expiration Date:
Company’s right to exercise the Option with respect to the Lots will terminate if not
exercised on or before the Expiration Date.
Article III
Sale of Lots
3.1 Generally.
Upon the timely exercise of the Option by Company through delivery of an Option
Notice to CEDF, CEDF agrees to sell, and Company agrees to purchase, the Lot(s) described in
the Option Notice subject to and in accordance with the provisions of this Agreement.
3.2 Survey and Title Commitment.
(a) Not later than twenty (20) calendar days after the date of receipt of the Option
Notice, CEDF shall deliver or have delivered to Company:
(1) a current commitment for title insurance (the “Title Commitment”) from
the Title Company for the Lot(s) subject to the Option Notice (the “Subject Lots”),
setting forth the state of title to the Subject Lots, together with copies of any easements or
restrictions benefiting or burdening the Subject Lots, together with all copies of all other
exceptions or conditions to such title; and
(2) a tax statement (the “Tax Statement”) showing the status of any ad
valorem taxes owed with respect to the Subject Lots.
Company may, at its option and expense, also cause a survey (the “Survey”) to be made of the
Subject Lots.
(b) Company shall, not later than twenty (20) days after the Company’s receipt of the
Title Commitment and the Tax Statement, notify CEDF and Title Company of any objections to
the Title Commitment, Survey or Tax Statement (collectively, “Title Objections”). If there are
Title Objections, CEDF shall in good faith attempt to satisfy them prior to Closing, but CEDF
shall not be required to incur any cost to do so. If CEDF delivers written notice to Company on
or before the Closing Date that CEDF is unable to satisfy such Title Objections prior to Closing,
the Closing Date shall, at the request of CEDF, be extended for a period of 60 days to provide
additional time to cure the Title Objection(s). If CEDF is unable to cure the Title Objection(s) by
the Closing Date, as extended, Company may either, waive such Title Objection(s) and accept
such title as CEDF is able to convey, or terminate its exercise of the Option to purchase the
Subject Lots by written notice to CEDF.
(c) If CEDF is unable to cure the Title Objection(s) prior to the Closing Date and
Company elects to terminate its exercise of its Option to purchase the Subject Lots pursuant to
the Option Notice, the Subject Lots shall remain subject to a later exercise of an Option pursuant
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to a subsequent Option Notice until the Expiration Date unless Company determines to
permanently release the Subject Lots from this Agreement. Upon execution by Company of a
release of the Subject Lots from this Agreement, CEDF agrees to refund the Option Fee in an
amount equal to:
(1) the ratio of the number of Gross Square Feet within the Subject Lots to the
number of Gross Square Feet within all of the Lots; multiplied by
(2) $150,000.00.
In addition, if the Title Objection(s) results from any action taken by or consented to by
City or CEDF after the Effective Date, CEDF shall also reimburse Company for the same pro
rata share of all direct costs incurred by Company for the Project to date, plus interest on all of
the above (including the portion of the Option Fee being refunded) f rom the date paid by
Company until reimbursed at the rate of eight percent (8%) per annum. City’s refusal or failure
to (i) approve a request by Company to amend any City zoning or subdivision regulation or grant
any special exception or variance thereto, or (ii) approve any permit, site plan, certificate of
occupancy, or other application requested by Company, its successors, assigns, tenants, or
prospective purchasers or lessees in relation to the use of development of the Project or any
portion thereof which City reasonably determines to not comply with applicable law, ordinances,
regulations, or standards (including, but not limited to, health and safety laws, ordinances or
regulations) shall not constitute a matter affecting title to which objection may be made by
Company for purposes of obtaining a refund of the Option Fee or reimbursement of expenses
pursuant to this Section 3.2 or Section 4.3(b) below. Notwithstanding anything herein to the
contrary, in no case shall CEDF be required pursuant to this Paragraph (c) to refund the Option
Fee in an amount greater than that portion of the Option Fee which, at the time of refund, has not
been credited to the Purchase Price of one or more Lots on which closing has previously
occurred.
3.3 Insured Amount of Title Policy. For purpose of determining the insured amount
of each owner’s title policy to be issued with respect to each sale of Lots pursuant to this
Agreement, the amount shall be the Purchase Price for the Lots being sold pursuant to the
respective Option Notices less the Grant portion of said Purchase Price, if any.
3.4 Title to the Lots.
At each Closing, Company shall be entitled to receive, and CEDF shall deliver, good and
indefeasible fee simple title to the Lot(s) described in the Option Notice, free and clear of all
liens and encumbrances, except:
(a) the title exceptions shown on Exhibit “C”;
(b) such liens and encumbrances in favor of Company’s lenders as may be created at
the time of Closing;
(c) zoning (including the Design Guidelines), the lien for current taxes, the
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environmental condition of the Subject Lot(s), and the Covenants; and
(d) such other matters as Company may waive or consent to as part of the platting
process of the Land.
The items described in clauses (a) – (d), above, shall be referred to herein as the “Permitted
Exceptions”. CEDF and Company agree and understand that CEDF is conveying the Lots as an
independent foundation for the City of Coppell, Texas.
3.5 Closing and Settlement.
(a) Closing Date. Unless otherwise provided herein, the closing and settlement of
the purchase and sale of the Lot(s) pursuant to any exercise of the Option (a “Closing”) shall be
no earlier than the tenth (10th) business day nor later than the forty-fifth (45th) day following
delivery of the Option Notice to CEDF (“the Closing Date”) unless otherwise agreed by the
Parties. Notwithstanding the foregoing, the initial Closing under this Agreement shall include no
less than ten (10) Lots and shall occur within the one year anniversary of the Final Approval
Date, but, in any case, not until the earlier of (i) fifteen (15) days following the date upon which
all but ten (10) residential lots in the adjacent Old Town Addition have received a building
permit for the construction of a residential unit, or (ii) the second anniversary of the Final
Approval Date.
(b) Purchase Price. At each Closing, Company shall pay the Purchase Price, in cash
or by certified or cashier’s check; provided, however, the Parties understand and acknowledge
that the portion of the Purchase Price consisting of the Grant shall be paid outside of Closing by
City on behalf of Company and not directly by Company.
(c) Special Warranty Deed. At each Closing, CEDF shall deliver to the Title
Company for delivery to Company a special warranty deed conveying the Subject Lots which
shall be in form and substance reasonably satisfactory to CEDF, Company, and their respective
counsel and containing such reservations and exceptions to title as allowed by the provisions of
this Agreement, including, but not limited to, the Permitted Exceptions.
(d) Covenants. At each Closing, Company shall cause the Subject Lots being
purchased to be subjected to the terms of the Covenants; provided, however, the Covenants may
be amended to provide that certain provisions unique to the Main Street Coppell development
shall not apply to the Subject Lots. In lieu of being required to subject the Lots to the Covenants,
Company may instead subject the Lots to an independent set of restrictive covenants si milar to
the Covenants and otherwise approved by City.
(e) Crediting Option Fee to Purchase Price. The Option Fee shall be credited to
the Purchase Price of the last Lots to be purchased by Company; provided, however, if (i) CEDF
and Company have closed on the sale of all of the Lots in the Option Land, and (ii) there remains
any portion of the Option Fee which has not been fully credited against the Purchase Price
following the Closing on the sale of the last Lotto Company, CEDF shall refund any unappl ied
portion of the Option Fee to Company within thirty (30) days after said final Closing.
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3.6 CEDF’s Closing Costs.
CEDF hereby agrees to pay and be responsible for the following closing costs:
(a) the cost of all tax certificates relating to all taxes and other assessments incurred
or arising in relation to the Lots;
(b) one-half (½) of the Title Company’s escrow fees;
(c) all costs and expenses incurred by or on behalf of CEDF, including CEDF’s
attorney’s fees;
(d) such other incidental costs and fees customarily paid by sellers of real property in
Dallas County, Texas, for transactions of a similar nature to the transaction contemplated herein;
(e) all fees and premiums for the Basic Owner’s Title Policy; provided, however,
CEDF’s responsibility for payment of title policy fees and premiums for all transactions closed
pursuant to this Agreement shall not exceed the amount that would be paid for a single issuance
of an owner’s title policy in the amount of the total Purchase Price (not inclu ding the portion of
the Purchase Price related to the Grants, if any) for all Lots calculated in accordance with the
Texas title insurance rate rules in effect on the Final Approval Date; and
(f) the cost of the City Survey.
3.7 Company’s Closing Cost.
Company hereby agrees to pay and be responsible for the following closing costs:
(a) all fees and premiums for any endorsements to the Basic Owner’s Title Policy,
and fees and premiums for concurrent issuance of any mortgagee’s policy or interim construction
binder for the benefit of Company’s lender;
(b) all fees and premiums for the Basic Owner’s Title Policy in excess of the amount
CEDF is required to pay pursuant to Section 3.6(e), above.
(c) all costs for the survey(s) described in Section 3.2(a);
(d) recording fees for the special warranty deed, all supplements to the Covenants (or,
if applicable, any new restrictive covenants burdening the Subject Lots as authorized by Section
3.5(d), above), and any and all deeds of trusts, security agreements, collateral assignments,
assignments of rents, and other similar documents related to any loan procured by the Company;
(e) one-half (½) of the Title Company’s escrow fees;
(f) all costs and expenses incurred by or on behalf of the Company, including
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Company’s attorneys’ fees;
(g) such other incidental costs and fees customarily paid by purchasers of property in
Dallas County, Texas, for transactions of a similar nature to the transaction contemplated herein.
3.08 Proration of Taxes.
Ad valorem taxes against the Lots described in the Option Notice shall be prorated as of
the Closing Date and become the responsibility of Company as of the Closing Date. CEDF shall
pay or cause to be released any ad valorem taxes or assessments or other charges against the Lots
described in the Option Notice on or before the Closing. The Parties acknowledge and agree that
the Land is currently exempt from ad valorem taxation and, therefore, no proration of ad valorem
taxes is anticipated unless such exemption is removed prior to a Closing.
3.09 Representations and Covenants. CEDF represents and covenants that: (a) it has
authority to enter into this Agreement; and (b) no other person has any interests in or claims
against the Land (other than as reflected by the Title Commitment), and it will not hereafter
encumber the Land. Company represents that it has authority to enter into this Agreement. The
only representations made by any party concerning the Land and this Agreement are as set out in
this Section 3.09.
3.10. Right to Inspect Land; Lots Sold As Is; CEDF Deliveries.
(a) Company shall have the right to conduct such inspections and obtain such reports
from third party engineers and consultants (including environmental consultants) as it may
require to satisfy itself as to the condition of the Land. Not later than twenty (20) days following
the Effective Date, CEDF shall make every reasonable effort to obtain from City and provide to
Company, without representation or warranty of any kind, copies of all third party surveys,
environmental, drainage and soil condition reports relating to the Land in the possession of City.
In addition, within fifteen (15) days following the Effective Date, CEDF shall make every
reasonable effort to cause City to provide to Company (i) a current title commitment from the
Title Company covering the Land together with copies of all title exception documents, and (ii) a
current on the ground survey of the Land prepared by a registered surveyor (the “City Survey”).
If the Company does not object to the City Survey within fifteen (15) days following delivery to
Company, the City Survey shall be deemed accepted by both Parties as establishing the
boundaries of the Land. Company may, at its sole discretion, if it is not satisfied with th e Land
for any reason or for no reason at all, terminate this Agreement by written notice to CEDF and
City delivered on or before the expiration of the Inspection Period, in which case CEDF shall
direct the Title Company to return the Earnest Money to Company, CEDF shall retain the Option
Fee and the Parties shall have no further obligations under this Agreement.
(b) Company represents that as of the Closing of any purchase of Lots pursuant to the
Option that Company will have fully inspected the Land, will have made all investigations as it
deems necessary or appropriate and will be relying solely upon its inspection and investigation of
the Land for all purposes whatsoever, including, but not limited to, the determination of the
condition of the structures, improvements, soils, subsurface, drainage, surface and groundwater
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quality, and all other physical characteristics; availability and adequacy of utilities; compliance
with governmental laws and regulations; access; encroachments; acreage and other survey
matters and the character and suitability of the Land.
(c) In addition, Company acknowledges and agrees that the Lots are being purchased
and will be conveyed “AS IS” with all faults and defects, whether patent or latent, as of the
Closing.
(d) Except with respect to the quality of the title being conveyed by CEDF to
Company pursuant to this Agreement, Company acknowledges and agrees that there have been
no representations, warranties, guarantees, statements or information, express or implied,
pertaining to the Land, its condition, or any other matters whatsoever, made to or furnished to
Company by CEDF or City or any employee or agent of CEDF or City, except as specifically set
forth in this Agreement.
(e) During the Inspection Period, Company shall use good faith efforts to secure final
approval by the City of the Plan, the Plat and the Zoning Approval, but the failure of Company to
secure any such approvals shall not constitute a default by Company hereunder.
(f) The provisions of this Section 3.10 shall survive the Closing, whether one or
more, and the termination of this Agreement.
3.11 Pre-Closing Development of the Land. Within three (3) Business Days
following the payment in full by Company of the Option Fee (including the portion of the Option
Fee payable pursuant to Section 2.1(c)), CEDF shall make every reasonable effort to cause City
to execute and record the Temporary Construction Easement Agreement (“Easement
Agreement”) substantially in the form attached hereto as Exhibit “B” and incorporated herein by
reference. Pursuant to the Easement Agreement, Company and the other persons named in the
Easement Agreement shall have the right to enter upon the Land and install the Public
Infrastructure and all work required to prepare the Lots for sale to homebuilders.
3.12 Additional Conditions of Closing. Notwithstanding anything to the contrary
herein, no Closing shall occur unless and until the following conditions have been satisfied:
(a) Company and City have agreed upon either (i) the form of any restrictive
covenants to be applicable to the Subject Lots if other than the Covenants as provided in Section
3.5(d), above, or (ii) the form of the amendment to the Covenants which sets forth any
amendments to or exemptions from the Covenants that will be applicable to the Subject Lots;
and
(b) City and Company have agreed to the Plan;
(c) City has approved the Plat and granted the Zoning Approval;
(d) City and Company have entered into an agreement relating to the provision of the
Grants to Company and the construction of the Public Infrastructure on the Land prior to the
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conveyance of any Lots by City to CEDF;
(e) Execution and delivery of the Easement Agreement by City;
(f) Construction of the Public Infrastructure has been completed and accepted by
City, unless such condition is waived by City; and
(g) CEDF has closed on the purchase of the Subject Lots from City, which may occur
at a simultaneous closing with a Closing on the sale of the Subject Lots by CEDF to Company.
Article IV
Default, Termination, Remedies
4.1 Termination Events. In addition to such other circumstances as set forth
elsewhere in this Agreement, this Agreement shall terminate upon the occurrence of any one or
more of the following:
(a) the execution by the Parties of a written agreement terminating this Agreement;
(b) the Expiration Date;
(c) by a party providing written notice of termination to the other party after the party
receiving the notice has (1) failed to cure a breach of the terms and conditions of this Agree ment
within 30 days after receiving written notice of said breach or (2) with respect to a breach that
cannot under the circumstances be reasonably cured within said 30 day period, the breaching
party has failed to commence the cure of such breach within 30 days after receiving written
notice of said breach and thereafter diligently pursued to completion the cure of said breach;
(d) by CEDF, if Company suffers an Event of Bankruptcy, Insolvency, or Forfeiture;
provided that, in the case of a Forfeiture involving the suspension or termination of Company’s
right to conduct business in the State of Texas, CEDF has sent written notice of such event to
Company and Company has failed to cause the revocation (or equivalent action) of such
suspension or termination within sixty (60) days thereafter;
(e) the failure of Company to close on the purchase of at least ten (10) Lots within the
time provided by Section 3.5(a) above, unless the date of such Closing is extended by agreement
of the Parties or as otherwise allowed by the provisions of this Agreement; and
(f) the failure of a financial institution, its successors, or assigns that holds a security
interest in this Agreement pursuant to a collateral assignment as described in Section 6.3(a)
below to assume, within thirty (30) days following the foreclosure of such collateral assignment,
the rights and obligations of the Company in this Agreement.
4.2 Termination by CEDF. In the event this Agreement is terminated by CEDF
pursuant to Section 4.1(c), (d), (e) or (f), or the Expiration Date passes without CEDF having
exercised the Option to purchase all of the Lots, CEDF shall, as its sole and exclusive remedy:
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(a) be relieved of any further obligation under this Agreement to sell any Lots to
Company for which closing has not yet occurred; and
(b) be relieved of any obligation, if any, to refund any portion of the Earnest Money
or Option Fee paid pursuant to this Agreement, to the extent this Agreement would otherwise
require such refund.
4.3 Termination by Company. In the event this Agreement is terminated by
Company pursuant to Section 4.1(c) prior to the Closing on all Lots, Company’s sole remedy
shall be to either:
(a) enforce specific performance of the Obligations of CEDF under this Agreement;
or
(b) recover liquidated damages from CEDF equal to the sum of (i) the amount of the
Option Fee paid to date plus (ii) all direct costs incurred by Company for the Project to date,
multiplied by the ratio found by dividing the number of Gross Square Feet within the Lots not
yet purchased by the number of Gross Square Feet within all of the Lots, plus interest on the
sums described in clauses (i) and (ii) above from the date paid by Company until reimbursed at
the rate of eight percent (8%) per annum.
4.4 Certain City Acts Not Grounds for Default. City’s refusal or failure to (i)
approve a request by Company to amend any City zoning or subdivision regulation or grant any
special exception or variance thereto, or (ii) approve any permit, site plan, certificate of
occupancy, or other application requested by Company, its successors, assigns, tenants, or
prospective purchasers or lessees in relation to the use of development of the Project or any
portion thereof which City reasonably determines to not be in compliance wit h applicable law,
ordinances, regulations, or standards (including, but not limited to, health and safety laws,
ordinances or regulations) shall not constitute an event of default by CEDF for purposes of
obtaining a refund of the Option Fee or reimbursement of expenses pursuant to Section 3.2 or
Section 4.3(b) above.
Article V
Notices
5.1 Delivery of Notices. All notices, requests, demands or other communications
required or permitted hereunder shall be in writing and shall be deemed to have been fully and
completely made when given by hand, by confirmed facsimile transmission or by overnight
delivery by Federal Express or other reliable courier or the mailing of such by registered or
certified mail, addressed as follows:
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If intended for CEDF, to:
Coppell Economic Development Foundation
255 Parkway Blvd.
Coppell, Texas 75019
Attn: Clay Phillips
Telephone (972) 304-3677
With copy to:
Robert E. Hager
Kevin B. Laughlin
Nichols, Jackson, Dillard, Hager & Smith, L.L.P.
1800 Lincoln Plaza
500 N. Akard Street
Dallas, Texas 75201
Telephone (214) 965-9900
Fax (214) 965-0015
Email: rhager@njdhs.com
klaughlin@njdhs.com
If intended for Company, to:
CSE Commercial Real Estate, L.P.
4956 N. O’Connor Road
Irving, Texas 75062
Attn: Charles Cotten
With Copy to:
Jeffrey Fink
Apple & Fink, LLP
735 Plaza Boulevard, Suite 200
Coppell, Texas 75019
5.2 Change of Address for Notice. Any party may at any time and from time to
time by notice in writing to the other party hereto change the name or address of the person to
whom notice is to be given as hereinbefore provided.
Article VI
Miscellaneous.
6.1 Entireties. This Agreement contains the entire agreement of the Parties
pertaining to the Land and the sale and purchase of the Lots.
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6.2 Modifications. This Agreement may only be modified by a written document
signed by the Parties.
6.3 Assignment. Company may not assign its rights under this Agreement to any
entity without the express written consent of CEDF; provided, however, Company may, without
prior approval but with written notice to CEDF:
(a) grant a security interest in this Agreement by means of a collateral assignment of
this Agreement to a financial institution providing financing to Company for the purchase of the
Lots and/or development of the Project, but only if such collateral assignment obligates the
financial institution:
(1) to notify CEDF of any default in the provisions of any note or security
agreement which is secured in whole or in part by a security agreement in this
Agreement; and
(2) acknowledges and agrees that CEDF may terminate this Agreement
pursuant to Section 4.1(f) if the financial institution, its successors and assigns, fails to
agree in writing to assume the rights and obligations of Company within thirty (30) days
following such foreclosure in the event the financial institution forecloses its security
interest in this Agreement;
(b) assign this Agreement to an entity duly authorized to conduct business in the State
of Texas controlled by Charles Cotten or to Darling Hom es of Dallas, Ltd. or an affiliate thereof
(“Darling”), but only if the new entity or Darling, as the case may be, agrees in writing, in a form
approved by CEDF, to assume all rights and obligations of Company under this Agreement.
Company understands, acknowledges and agrees that CEDF shall be under no obligation to
release Company, its partners, shareholders, successors, representatives, or assigns from the
obligations set forth in this Agreement in the event of any assignment of this Agreement,
whether such assignment is made with or without the consent of CEDF.
6.4 Estoppel Letter. CEDF shall, upon the written request of Company, and within a
reasonable time thereafter, provide an estoppel letter or similar document requested by any
financial institution providing financing for the Project or Darling confirming the existence and
terms of this Agreement, and such other matters as shall be reasonably requested by such
financial institution or Darling.
6.5 Residential Lot Development. Company shall cause all Lots and structures to be
designed and constructed with noise mitigation features as reasonably determined by Company
and approved by City. Company shall cause all purchasers, tenants and occupants of the Lots
and buildings/improvements thereon to be notified in writing of the noise conditions existing on
the Lots and of the existence of any noise conditions prior to occupancy. In addition to such
other notes that may be required by City ordinance, every plat or replat of all or any portion of
the Land shall include a note that reads substantially as follows:
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NOTICE: The property described in this plat is located within
close proximity to the flight approach and departure paths of
Dallas-Fort Worth International Airport and the City of Coppell
Service Center. Consequently, the property described in this plat
may be subject to increased noise levels resulting from activities
on the adjacent City-owned property or from aircraft operations
occurring above or in close proximity to the property.
6.6 Time is of the Essence. Time is of the essence with respect to the performance
by the Parties of their respective obligations hereunder.
6.7 Non-Business Day. If the final date of any period provided herein for the
performance of an obligation or for the taking of any action falls on a Saturday, Sunday, or
holiday, then the end of such period shall be extended to the next Business Day.
6.8 Platting and Zoning. CEDF assumes no obligation to change the current platting
or zoning on the Land, but will cooperate to the extent of signing or causing the City to sign any
necessary applications or plats as owner of the Property.
6.9 Brokers. The Parties represent and warrant that they have not worked with any
broker relative to this transaction and that no brokerage commission is due and payable upon the
Closing. To the extent allowed by law, each party shall indemnify each other from any claim for
brokers’ commissions relative to the sale of the property and alleged to be due.
6.10 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original for all purposes and constitute one and the same
instrument; but in making proof of this Agreement, it shall not be necessary to produce or
account for more than one such counterpart.
6.11 Legal Construction. In the event 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 other provisions, and the Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in
it.
6.12 Law Governing. This Agreement shall be construed under and in accordance
with the laws of the State of Texas; and venue for any action arising from this Agreement shall
be in the State District Court of Dallas County, Texas. The Parties agree to submit to the
personal and subject matter jurisdiction of said court.
6.13 Survival of Covenants. Any of the representations, warranties, covenants, and
obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period
of time following the Closing or the termination of the Agreement shall survive.
6.14 Attorneys Fees. If it becomes necessary for either Party hereto to file a suit to
enforce this Agreement or any provisions contained herein, the Prevailing Party in such action is
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entitled to recover, in addition to all other remedies or damages, reasonable legal fees and court
costs incurred by the Prevailing Party in such suit. The term “Prevailing Party” means the Party
whose relief in an action is closest to the relief sought in the initial pleading in such proceeding
(whether by way of affirmative recovery or defense of claim).
6.15 Recording; Memorandum of Option. The Parties hereto agree that this
Agreement shall not be recorded. The Parties shall, if requested by Company following the full
payment of the Option Fee, execute and record a Memorandum of Option describing the option
granted to Company hereunder.
(Signatures on Following Page)
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SIGNED AND AGREED this the ______ day of ___________, 2013.
Coppell Economic Development Foundation
By: ____________________________________
James W. Walker, President
SIGNED AND AGREED this the ________ day of ___________, 2013.
CSE Commercial Real Estate, L.P.
By: Debco Partners, LLC, its general partner
By: _________________________
Charles Cotten, Member
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Exhibit "A"
Conceptual Plan
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Exhibit "B"
Form of Temporary Construction Easement Agreement
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY
INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS
FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR
YOUR DRIVER'S LICENSE NUMBER
TEMPORARY CONSTRUCTION EASEMENT AGREEMENT
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS §
This TEMPORARY CONSTRUCTION EASEMENT AGREEMENT (this “Agreement”) is
made and executed as of the _____ day of ____________________, 20__, (the “Effective Date”), by and
between CITY OF COPPELL, TEXAS, a Texas home rule municipality (“Grantor”), whose mailing
address is P.O. Box 9478, Coppell, Dallas County, Texas 75019, and CSE COMMERCIAL REAL
ESTATE, L.P., a Texas limited partnership (“CSE”) and its permitted successors and assigns
(collectively, “Grantee”), whose mailing address is 4956 N. O’Connor Road, Irving, Dallas County,
Texas, 75062.
Preliminary Statements
Grantor and Grantee agree that the following preliminary statements are true and correct in all
material respects and incorporated into this Agreement:
A. Capitalized terms used herein which are not otherwise defined shall have the meaning set
forth in the Option Agreement (as defined below).
B. Grantor owns that certain tract of real property situated in the City of Coppell, Dallas
County, Texas, more particularly described on Exhibit “A” attached and incorporated into this
Agreement (the “Land”).
C CEDF and Grantee have entered into that certain Option Agreement dated
_____________, 2013 (as amended, the “Option Agreement”) granting Grantee an option to purchase the
Lots (the “Option Land”).
D. Grantor and CEDF have entered into that certain Purchase and Sale Agreement dated
_____________, 2013 (“the City/CEDF” Agreement”) by which Grantor has agreed to sell the Option
Land to CEDF on or before the date that Grantee purchases the Option Land from Grantor.
E. Grantee has agreed to construct the Project upon the Land.
F. In order to facilitate the timely construction of the Project, Grantee has requested a
temporary construction easement over the Land for the purpose of installing the Public Infrastructure and
the improvements that will comprise the Project prior to conveyance of title to the Option Land to CEDF
or Grantee.
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G. Grantor has agreed to grant a temporary construction easement to Grantee to facilitate the
construction of the Public Infrastructure and the improvements which will comprise the Project, on the
terms and conditions set forth below.
Agreement
NOW, THEREFORE, in consideration of the mutual agreements set forth herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. Grant of Temporary Easement for Construction. Subject to the terms and provisions
contained in this Agreement, Grantor hereby grants to Grantee for use by Grantee and all future owners of
all or any portion of the Option Land, and all contractors and subcontractors of Grantee and future owners
of all or any portion of the Option Land (collectively, the “Beneficiaries”), a non-exclusive temporary
easement (the “Construction Easement”) on, over and across the Land for the purpose of permitting the
Beneficiaries to construct the Public Infrastructure and the improvements which will comprise the Project.
Upon Substantial Completion of the Public Infrastructure, Grantor shall inspect the same and sha ll,
subject to the completion of all identified punch list items, assignment of customary Grantor warranty and
bonding requirements, and compliance with all of Grantor’s applicable ordinances and construction
standards and specifications, accept the same as public property to be maintained and repaired by Grantor.
2. Restriction on Use of Land. Use of the Land by the Beneficiaries shall be subject to the
following restrictions:
(a) The Land shall not be used by any Beneficiary for the storage of materi als, supplies or
equipment for a period of longer than twelve (12) months without the prior written
consent of Grantor.
(b) All materials, supplies or equipment stored upon the Land shall be at the sole risk and
expense of the owner or lessee of such materials, supplies or equipment, and Grantor
shall have no responsibility or liability whatsoever for any damage to or theft of such
items.
(c) No improvements of any nature, including temporary fencing or latrines, shall be placed
or constructed upon the Land without the prior written consent of Grantor.
(d) Except when authorized by Grantor’s ordinances or as otherwise authorized in writing by
Grantor, no storage of materials, supplies, or equipment shall occur within any area of the
Land which has been dedicated, conveyed, or otherwise reserved by plat or separate
instrument as a public road or street, public utility (including, water, sanitary sewer,
storm sewer, gas, or telecommunications) easement, or drainage easement on, under,
and/or over which is located any portion of the Public Infrastructure which has been
completed and accepted as public property by Grantor.
3. Reservation of Grantor’s Rights. Grantor reserves the right to use the Land for any
purpose not inconsistent with the uses for which the grant of the Construction Easement is made,
including, without limitation, the granting of easements for public streets, utilities. or drainage as
contemplated by the Plan.
4. Duration of Easement. This Agreement and all rights associated therewith shall be
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temporary and terminate upon the earlier of (i) the mutual agreement of the parties (as provided in Section
9, below), (ii) the termination of the Option Agreement, and (iii) 20 years following the date of
recordation of this Agreement. This Agreement shall also terminate as to those portions of the Land
conveyed to Grantee pursuant to the Option Agreement after the Effective Date. Upon the termination of
this Agreement as to the entire Land, Grantee and Grantor shall execute and record in the Offi cial Public
Records of Dallas County, Texas, a release of this Agreement.
5. Hazardous Materials: Grantee shall not cause or allow any Hazardous Material to be
placed, stored, generated, used, released or disposed of, in, on, under, about, or transported from the Land
unless Grantee has complied with the following:
(a) Grantee must obtain Grantor’s prior express written consent. Grantor may
impose, as a condition of such consent, reasonable requirements, such as limits of the manner,
time and contractor’s associated with such.
(b) Grantee shall comply with prudent business practices and also with all applicable
federal, state and local laws, ordinances, regulations, guidelines and order relating to health,
safety and protection of persons, the public, and/or the environment.
(c) Grantee shall limit the presence of such Hazardous Material to the least amount
reasonably necessary for Grantee’s use of the Land as authorized by this Agreement.
(d) Upon the request of Grantor, Grantee shall furnish reports, assessments or other
evidence reasonably satisfactory to Grantor showing that the Land is not being used, nor have the
Land been used by Grantee for any activities involving, directly or indirectly, the use, generation,
treatment, storage or disposal of any Hazardous Materials other that those Hazardous Materials
authorized by Grantor.
(e) If at any time a release or danger of a release of Hazardous Materials is
discovered on the Land or on or into Grantor’s sewage or storm drainage system, soil, ai r,
groundwater or any improvements, which was caused or permitted by Grantee or Grantee’s
officers, agents, employees, contractors, permittees, invitees, lessees or sublessees or there is the
imminent danger of such release of Hazardous Materials, Grantee, at its sole cost and expense,
shall ensure removal of such Hazardous Materials from the Land, the underlying groundwater,
Grantor’s soil, air, storm drainage and the sewage system, in accordance with requirements of all
appropriate governmental authorities.
(f) In addition to notification of proper governmental authorities, Grantee shall
immediately notify Grantor’s City Manager of any release of Hazardous Materials that exceeds
the minimum amount that must be reported to a public agency.
(g) Upon discovery of any Hazardous Materials that are a direct result of Grantee’s
activities on, in, under or emanating from the Land, any release or threat of release of a
Hazardous Materials, and/or any illness caused by exposure thereto, Grantee shall immediately,
and at its sole cost and expense, take all actions necessary to remediate, abate, and/or rectify any
such conditions at or upon the Land; provided, however, Grantee shall have no liability for pre -
existing or subsequently discovered Hazardous Materials. For purposes of this paragraph,
anything that is considered to be “pre-existing” means anything that existed on the Land prior to
Grantee coming into possession of the Land pursuant to this Agreement.
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(h) In addition to all other rights and remedies of Gr antor, if the removal of such
Hazardous Materials from the Land, Grantor’s sewage or storm drainage system, soil, air,
groundwater, or any improvements is not commenced by Grantee within thirty (30) days after
written notice from Grantor of the discovery of such Hazardous Materials and continuously
pursued using commercially accepted methods and in accordance with standards promulgated by
the State of Texas or the United States Environmental Protection Agency (“EPA”), Grantor, in its
discretion, may pay to have same removed and Grantee shall reimburse Grantor within thirty (30)
days of Grantor’s demand for payment. If Grantor is required to remediate and/or abate any such
conditions caused by Grantee on or upon the Land, Grantee shall reimburse Grantor for all costs
and expenses incurred in so doing. In its sole discretion, Grantor may, but shall not be required
to, grant Grantee more than fifteen (15) days after written notice to remove Hazardous Materials,
all at Grantee’s expense.
(i) Immediately upon receipt thereof, Grantee shall provide Grantor with copies of
any notices, claims, complaints, demands, lawsuits, hearing, investigations, or governmental
requests for information relating to the environmental condition on or of the Land and/or
Hazardous Materials on, in, under or emanating from the Land during Grantee’s occupancy
thereof pursuant to this Agreement.
6. Insurance. On or before the commencement of construction of the Public Infrastructure,
and until the termination or expiration of this Agreement, Grantee shall, at Grantee’s expense, obtain and
maintain the following insurance policies in accordance with the following terms and conditions:
(a) A Comprehensive General Liability policy of insurance for bodily injury, death
and property damage insuring against all claims, demands or actions relating to the Company’s
performance of its obligations pursuant to this Agreement with a minimum combined single limit
of not less than $1,000,000 per occurrence for bodily injury and property damage with an
aggregate of not less than $2,000,000;
(b) An automobile liability insurance policy covering any vehicles owned and/or
operated by Company, its officers, agents, and employees, and used in the performance of its
obligations hereunder with a minimum of $1,000,000; and
(c) If Company hires any employees, statutory Worker’s Compensation Insurance
covering all employees involved in the performance of its obligations hereunder;
(d) Insurance covering the Public Infrastructure until accepted by Grantor against
loss or damage from perils covered by an all risk or special form policy in amounts not less than
eighty (80%) percent of the full insurable value of the buildings and other improvements included
in the Public Infrastructure; and
(e) Construction liability insurance at all times when demolition, excavation, or
construction work is in progress on the Land with limits of not less than $100,000 for property
damage and $300,000 for one person and $1,000,000 for one accident for personal injury and
must protect City and Company, against all liability for injury or damage to any person or
property in any way arising out of demolition, excavation, or construction work on the Land.
All insurance shall be endorsed to provide the following provisions: (1) name the City, its officers, agents
and employees as additional insureds as to all applicable coverage with the exception of Workers
Compensation Insurance; (2) provide for at least thirty (30) days prior written notice to City for
cancellation, non-renewal, or material change of the insurance; (3) provide for a waiver of subrogation
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against City for injuries, including death, property damage, or any other loss to the extent the same is
covered by the proceeds of insurance. All insurance companies providing the required insurance shall be
authorized to transact business in Texas and rated at least “A” by AM Best or other equivalent rating
service. A certificate of insurance evidencing the required insurance with endorsements shall be
submitted to City prior to Commencement of Construction of the Public Infrastructure. Without limiting
any of the other obligations or liabilities of Grantee, Grantee shall require its general contractors, at the
general contractor's own expense, to maintain during the term of this Agreement, the above-required
insurance (including the required certificate and policy conditions as stated herein) for so long as such
contractor is performing work on the Land.
7. Release. The Beneficiaries hereby release Grantor, its successors and assigns, and their
respective agents, officers, employees, lessees, tenants, subtenants, licensees and invitees (collectively,
the “Protected Parties”) from damage to property or injuries, including loss of life, sustained by any
person or persons caused by or arising out of the use of the Land or the Construction Easement by the
Beneficiaries. In addition, Grantee agrees to obtain waivers of subrogation rights by Grantee’s insurer
against the Protected Parties pursuant to the insurance required to be obtained by Grantee pursuant to
Section 5 above. GRANTOR AND GRANTEE INTEND FOR THE RELEASE AND WAIVER
SET FORTH IN THIS SECTION 6 TO APPLY EVEN IF THE LOSS OR DAMAGE
DESCRIBED IN SUCH SECTION IS CAUSED BY THE NEGLIGENCE OF THE PROTECTED
PARTIES AND EVEN IF THE PROTECTED PARTIES WOULD OTHERWISE BE STRICTLY
LIABLE FOR SUCH LOSS OR DAMAGE UNDER APPLICABLE LAW.
8. Indemnification. GRANTEE SHALL INDEMNIFY, DEFEND, AND HOLD
GRANTOR FOREVER HARMLESS AGAINST AND FROM ANY PENALTY, OR ANY DAMAGE,
OR CHARGE, IMPOSED FOR ANY VIOLATION OF ANY LAW, ORDINANCE, RULE OR
REGULATION ARISING OUT OF THE USE OF THE LAND BY ANY BENEFICIARY, WHETHER
OCCASIONED BY THE NEGLIGENT ACT OR OMISSION OF ANY BENEFICIARY, ITS
EMPLOYEES, OFFICERS, AGENTS, CONTRACTORS OR ASSIGNS OR THOSE HOLDING
UNDER GRANTEE. GRANTEE SHALL AT ALL TIMES DEFEND, PROTECT AND INDEMNIFY
AND IT IS THE INTENTION OF THE PARTIES HERETO THAT GRANTEE HOLD GRANTOR
HARMLESS AGAINST AND FROM ANY AND ALL LOSS, COST, DAMAGE, OR EXPENSE,
INCLUDING ATTORNEY’S FEE, ARISING OUT OF OR FROM ANY ACCIDENT OR OTHER
OCCURRENCE ON OR ABOUT THE LAND CAUSING PERSONAL INJURY, DEATH OR
PROPERTY DAMAGE RESULTING FROM USE OF THE LAND BY ANY BENEFICIARY, ITS
OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, AND INVITEES IN CONNECTION WITH
THIS AGREEMENT, EXCEPT WHEN CAUSED BY THE WILLFUL MISCONDUCT OR GROSS
NEGLIGENCE OF GRANTOR, ITS OFFICERS, EMPLOYEES OR AGENTS, AND ONLY THEN TO
THE EXTENT OF THE PROPORTION OF ANY FAULT DETERMINED AGAINST GRANTOR FOR
ITS WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. THE RIGHTS AND PROTECTIONS
AFFORDED TO GRANTOR IN THIS SECTION 7 SHALL ALSO EXTEND TO GRANTOR’S
ELECTED AND APPOINTED OFFICIALS, EMPLOYEES, AGENTS, AND REPRESENTATIVES.
THIS SECTION 7 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
9. Benefit; Binding Effect. This Agreement is binding upon and shall inure to the benefit
of Grantor and its successors and assigns and the Beneficiaries, including, without limitation, all other
persons or entities having or acquiring any right, title or interest in the Option Land, or any portion
thereof.
10. Amendment/Termination. This Agreement may be amended or terminated only by
written agreement executed by Grantor and Grantee, without the joinder of any other owners of all or any
portion of the Land or the Option Land. Any such amendment shall be effective when filed for record in
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the Official Public Records of Dallas County, Texas.
11. Default. In the event Grantee fails to perform any of Grantee’s obligations and/or
comply with any of the restrictions set forth in this Agreement (a “Default”), Grantor may give written
notice to Grantee of said Default (the “Default Notice”). If Grantee does not cure any such Default within
thirty (30) days after receipt of the Default Notice, or such earlier time if the Default ma y be reasonably
cured prior to such 30-day period, then Grantor shall be entitled to all remedies available at law or in
equity, including, without limitation, (i) the right to specific performance and (ii) the right to take such
self-help measures as are necessary to cure the Default. In the latter event, Grantor may, among other
things, perform any such maintenance, repair and/or replacement as is necessary to cure the Default. Any
costs incurred by Grantor shall be reimbursed by Grantee not later than thirty (30) days of presentation of
appropriate statements of actual costs incurred therefor, together with interest at the maximum rate
allowable at law (accruing from the date said expenses were incurred). Notwithstanding the foregoing, no
Default shall entitle Grantor to terminate the Construction Easement other than as provided in Sections 4
and 9 above.
12. Attorneys' Fees. Should any party hereto employ an attorney for the purpose of
enforcing or construing this Agreement, or any judgment based on this Agreement, in any legal
proceeding whatsoever, including insolvency, bankruptcy, arbitration, declaratory relief or other
litigation, the prevailing party shall be entitled to receive from the other party or parties thereto
reimbursement for all reasonable attorneys' fees and all costs, whether incurred at the trial or appellate
level, including but not limited to service of process, filing fees, court and court reporter costs,
investigative costs, expert witness fees and the cost of any bonds, whether taxable or not, and such
reimbursement shall be included in any judgment, decree or final order issued in that proceeding. The
term “prevailing party” means the party whose relief in an action is closest to the relief sought in the
initial pleading in such proceeding (whether by way of affirmative recovery or defense of claim).
13. Severability. If any provision of this Agreement is held to be invalid, illegal or
otherwise unenforceable for any reason, the remaining provisions of this Agreement shall remain in full
force and effect and shall not be affected thereby.
14. Governing Law. The validity of this Agreement and any of its terms and provisions, as
well as the rights and duties of the parties, shall be governed by the laws of the State of Texas; and venue
for any action concerning this Agreement shall be in State District Court of Dallas County, Texas. The
parties agree to submit to the personal and subject matter jurisdiction of said court.
15. Entire Agreement. This Agreement embodies the complete agreement of the parties
hereto, superseding all oral or written, previous and contemporary agreements between the parties and
relating to the matters in this Agreement, and except as otherwise provided herein cannot be modified except
as provide in Section 10 above. Notwithstanding the foregoing, to the extent of any inconsistency between
the terms and conditions of this Agreement and the terms and conditions of the Option Agreement, the terms
of the Option Agreement shall control.
16. Notice. Any notice required or permitted to be delivered hereunder shall be deemed
received (i) three (3) days after deposit into the United States Mail, postage prepaid, certified mail, return
receipt requested, addressed to the party at the address set forth below or (ii) on the day actually received
if sent by courier or otherwise hand delivered.
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If intended for Grantor, to:
Attn: City Manager
City of Coppell, Texas
P.O. Box 478
Coppell, Texas 75019
With a copy to:
Robert E. Hager
Nichols, Jackson, Dillard, Hager & Smith, L.L.P.
500 North Akard, Suite 1800
Dallas, Texas 75201
If intended for Grantee, to:
CSE Commercial Real Estate, LP
4956 N. O'Connor Road
Irving, Texas 75062
Attn: Charles Cotten
With a copy to:
Jeffrey Fink
Apple & Fink, LLP
735 Plaza Boulevard, Suite 200
Coppell, TX 75019
Any party shall have the right to change its address for notice by sending notice of change of address to
each other party, in the manner described above. Beneficiaries (other than Grantee) including, without
limitation, all other persons or entities having or acquiring any right, title or interest in the Option Land,
or any portion thereof, by using the Land and accepting the benefits of this Agreement, are deemed to
have irrevocably appointed Grantee as their agent for purposes of receipt of notice made pursuant to this
Agreement, which agency is accepted by Grantee. Failure of Grantee to forward any notice provided by
Grantor pursuant to this Agreement to a Beneficiary shall not constitute a fai lure of Grantor to provide
proper notice pursuant to this Agreement.
17. Captions. Titles, headings or captions of articles or paragraphs contained in this
instrument are inserted only as a matter of convenience and for reference, and in no way define, limit,
extend or describe the scope of this instrument or the intent of any provisions hereof.
18. Multiple Counterparts. This Agreement may be executed in any number of identical
counterparts, each of which for all purposes shall be deemed an original document and all of which
together shall constitute but one and the same document; but, in making proof of this Agreement, it shall
not be necessary to produce or account for more than one such counterpart.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth
above.
GRANTOR:
CITY OF COPPELL, TEXAS
By: ________________________________
Karen Selbo Hunt, Mayor
GRANTEE:
CSE COMMERCIAL REAL ESTATE, L.P., a
Texas limited partnership
By: Debco Partners, L.L.C., a Texas limited
liability company, general partner
By: _________________________
Charles Cotten, Member
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STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me this ___ day of _______________, 20__, by Karen
Selbo Hunt, Mayor of the City of Coppell, Texas, a Texas home rule municipality, on behalf of said
municipality.
______________________________________
Notary Public, State of Texas
Commission Expires:_____________________
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me this _________ day of ___________, 20__, by
Charles Cotten, member, Debco Partners, LLC, a Texas limited liability company, on behalf of said
company in its capacity as General Partner for CSE Commercial Real Estate, L.P., a Texas limited
partnership, for and on behalf of said company and partnership.
Notary Public, State of Texas
My Commission expires:_______________
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Exhibit "A"
Land
[To Be Attached]
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Exhibit “C”
Title Exceptions
1. Any street, utility (including water, sanitary sewer, gas, and telecommunications),
drainage, and other easements dedicated to City on behalf of the public on the Plat
approved prior to Closing, which easements shall be retained and reserved by City at
Closing on the sale of the Lots to CEDF.
2. All oil, gas and other minerals owned by City located in and under the Land and that may
be produced from the Lots to the extent not reserved by prior grantors; provided,
however, City, for itself and its successors and assigns has agreed to waive all surface
rights and other rights of ingress and egress in and to the Lots, and agree that in
conducting operations with respect to the exploration for and production, processing,
transporting and marketing of oil, gas and other minerals from the Lots, that no portion of
the surface of the Lots will be used, occupied or damaged and that fixtures, equipment,
buildings or structures used in connection with the exploitation of the reserved mineral,
oil and gas rights, shall not be placed on the surface of the Lots; provided, however. the
restrictions or prohibitions on use of the surface shall not prohibit the pooling or
unitization of the portion of the mineral estate owned by City with land other than the
Lots; or the exploration or production of the oil, gas, and other minerals by means of
wells that are drilled or mines that open on land other than the Lots but enter or bottom
under the Lots, provided that these operations in no manner interfere with the surfac e or
subsurface support of any improvements constructed or to be constructed on the Lots.
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ATTACHMENT 2
FORM OF DEVELOPMENT AGREEMENT
STATE OF TEXAS
COUNTY OF DALLAS
§
§
§
§
DEVELOPMENT AND ECONOMIC DEVELOPMENT GRANT
AGREEMENT BETWEEN CITY OF COPPELL AND
CSE COMMERCIAL REAL ESTATE, L.P.
This Development Agreement (this “Agreement”) is made by and between the City of
Coppell, (“City”), a Texas home rule municipality and CSE Commercial Real Estate, L.P.,
(“Company”) a Texas limited partnership or its permitted assigns, acting by and through their
respective authorized officers or partners.
WITNESSETH:
WHEREAS, City desires that the Project be developed in accordance with the Plan on
the Land, which presently is owned by City; and
WHEREAS, the City Council has determined that Company has presented the proposal
that will be most advantageous to City for development of the Land for the Project; and
WHEREAS, Company will develop the Land and purchase the finished Lots in phases in
accordance with the Option Agreement; and
WHEREAS, Company has advised City that a contributing factor that would induce
Company to develop the Land and construct the Project would be an agreement by City to
provide an economic development grant to Company to the extent such grant is necessary to
purchase Lots pursuant to the Option Agreement in the event the fair market value of the Land,
as determined by City, exceeds $4.70 per square foot; and
WHEREAS, City has adopted programs for promoting economic development; and
WHEREAS, City is authorized by TEX. LOC. GOV’T. CODE § 380.001 to provide
economic development grants to promote local economic development and to stimulate business
and commercial activity in City’s incorporated limits; and
WHEREAS, City has determined that making an economic development grant to the
Company in accordance with this Agreement will further the objectives of City, will benefit the
City and City’s inhabitants and will promote local economic development and stimulate business
and commercial activity in City.
WHEREAS, City is authorized by Article 52-a Texas Constitution and TEX. LOC. GOV’T
CODE CHAPTER 380 to provide economic development grants to promote local economic
development and to stimulate business and commercial activity in the City; and
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WHEREAS, City will continue to retain title to the Land while Company constructs or
causes the construction of the Public Infrastructure necessary to serve the Lots to be purchased
by Company pursuant to the Option Agreement; and
WHEREAS, City and Company desire to set forth the terms and conditions pursuant to
which the construction of the Public Infrastructure will occur while City retains title to the Land;
NOW THEREFORE, in consideration of the foregoing, and other valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
Article I
Term
The term of this Agreement shall begin on the Effective Date and continue until the
Expiration Date, unless sooner terminated as provided herein.
Article II
Definitions
Unless the context clearly indicates a different meaning, the following words and phrases
shall have the meanings set forth below:
“Allocated Gross Square Feet” shall have the meaning set forth in the Option
Agreement.
“Business Day” means a day on which banks in Dallas, Texas are generally open for
business (but not including Saturdays).
“CEDF” means the Coppell Economic Development Foundation, a Texas non-profit
corporation.
“City” means the City of Coppell, Texas.
“City Contract” means that certain Purchase and Sale Agreement by and between City
and CEDF relating to the sale by City of the Land to CEDF.
“City Council” means the City Council of the City of Coppell, Texas.
“Commencement of Construction” means with respect to the Public Infrastructure,
that: (i) the plans have been prepared and all approvals thereof required by applicable
governmental authorities have been obtained; (ii) all necessary permits for construction pursuant
to the respective plans therefore have been issued by all applicable governmental authorities; and
(iii) grading of the Land has commenced for the Public Infrastructure.
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“Company” means CSE Commercial Real Estate, L.P., a Texas limited partnership, or its
permitted assigns.
“Completion of Construction” means with respect to the Public Infrastructure that: (i)
the Public Infrastructure, or portion thereof, has been substantially completed, and (ii) a
certificate of substantial completion has been issued by the general contractor(s) for the work;
and (iii) the City has accepted the Public Infrastructure or portion thereof.
“Concept Plan” means a preliminary conceptual plan for the development of the Land for
the Project as depicted in Exhibit “A” attached hereto and incorporated herein by reference.
“Covenants” means the restrictive covenants described in Declaration of Covenants,
Conditions and Restrictions for Main Street Coppell dated May 3, 2012, executed by Main Street
Coppell, Ltd. and recorded May 4, 2012 as CC No. 201200128399 in the Official Public Records
of Dallas County, Texas, as amended and supplemented.
“Design Guidelines” means the development guidelines for Old Coppell as approved by
City, from time to time, and as reflected in the Concept Plan.
“Effective Date” means the date when (a) this Agreement bears the signatures of all of the
authorized representatives of the Parties, (b) the Option Agreement is effective, and (c) the City
Contract is effective.
“Engineering Costs” shall mean all costs of the Engineering Services to be incurred in
connection with the design and construction of the Public Infrastructure.
“Engineering Services” means the professional engineering and surveying services relating
to the design and construction of the Public Infrastructure.
“Event of Bankruptcy, Insolvency, or Forfeiture” shall mean the dissolution or
termination of a Party’s existence as a going business, insolvency, appointment of receiver for any
significant part of such Party’s property and such appointment is not terminated within ninety (90)
days after such appointment is initially made, any general assignment for the benefit of creditors, or
the commencement of any proceeding under any bankruptcy or insolvency laws by or against such
party and such proceeding is not dismissed within ninety (90) days after the filing thereof. An event
of forfeiture shall also include the suspension or termination of the right to conduct business in the
State of Texas pursuant to applicable provisions of the Texas Business Organizations Code for
failure to pay required Impositions or file required reports.
“Expiration Date” means the third (3) anniversary of the Final Approval Date, unless
sooner terminated as provided herein.
“Final Approval Date” shall have the meaning specified in Section 2.1(c)(2) of the
Option Agreement.
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“Finished Lot” means a developed lot or parcel with frontage on a public street with on-
site utilities installed.
“Force Majeure” means any contingency or cause beyond the reasonable control of a
party including, without limitation, acts of God or the public enemy, war, terrorism, riot, civil
commotion, insurrection, criminal acts by unrelated third parties, government or de facto
governmental action (unless caused by acts or omissions of the party) adverse weather, fires,
explosions or floods, strikes, slowdowns or work stoppages.
“Grant” means, with respect to each Lot sold to Company pursuant to the Option
Agreement, an economic development grant made by City to Company pursuant to Chapter 380
of the Texas Local Government Code in an amount equal to the product of (1) the difference
between $4.70 per Allocated Gross Square Feet of the Subject Lot(s) and the fair market value
per Allocated Gross Square Feet of the Subject Lot(s) as determined by an appraisal obtained by
City multiplied by (2) the number of Allocated Gross Square Feet of the Subject Lot(s).
“Gross Square Feet” shall have the meaning set forth in the Option Agreement.
“Impositions” means all taxes, assessments, use and occupancy taxes, charges, excises,
license and permit fees, and other charges by public or governmental authority, general and
special, ordinary and extraordinary, foreseen and unforeseen, which are or may be assessed,
charged, levied, or imposed by any public or governmental authority on Comp any and/or
affecting the Land.
“Land” means an approximately 7.944± acre tract of land being all or a portion of Lots 1
through 5, Block A, The Villages of Old Coppell, an addition to the City of Coppell, Texas,
according to the plat thereof recorded as Instrument No. 20070444189, Official Public Records,
Dallas County, Texas, and a portion of Lot 1, Block A, Grapevine Springs Community Center
Addition, an addition to the City of Coppell, Texas, according to the plat thereof recorded as
Instrument No. 20080382276, Official Public Records, Dallas County, Texas, subject to final
configuration and area to be shown on the City Survey (as defined in Section 3.10(a) of the
Option Agreement).
“Option Agreement” means that certain agreement between CEDF and Company
effective _______________, 2013, granting to Company an option to purchase the Lots.
“Option Land” means the real property which includes all of the Lots as shown on the
Plat.
“Parties” means collectively Company and City.
“Planned Development District Ordinance” means the planned development zoning
ordinance governing the development of the Land to be adopted by City during the Inspection
Period as provided in the Option Agreement.
“Plan” means the development plan for the Project to be agreed upon between City and
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Company during the Inspection Period as provided in Section 2.1(c)(2) of the Option Agreement,
which shall incorporate the development and use standards substantially consistent with the
numbers and sizes of lots and residential product mix set forth in the Concept Plan.
“Plat” means the final plat of the Land for the Project to be approved by City during the
Inspection Period as provided in Section 2.1(c)(2) of the Option Agreement.
“Project” means a residential development to be constructed on the Land in accordance
with the Plan.
“Public Infrastructure” means and refers to all public rights of way, including streets
and alleys; water, storm water and sanitary sewer in the public right-of-way in suitable capacities
for the completion of the Project; public fire hydrants; all street or pedestrian lighting in or
adjacent to the public right-of-way; open space or park areas as shown on the Plat; and the initial
Storm Water Pollution Prevention Plan and implementation.
“Related Agreements” means the Option Agreement, the Temporary Construction
Easement Agreement, the Covenants and any other appropriate agreement(s) related to the
Project.
“Subject Lot” shall have the meaning set forth in the Option Agreement.
“Substantially Complete” or “Substantial Completion” mean that stage by which the
construction of the respective improvements and/or infrastructure or the designated portion
thereof, is sufficiently complete in accordance with the respective plans that City and/or
Company, as applicable, can occupy and/or enjoy the beneficial use of the respective
improvements or designated portion thereof, for its intended purpose, exclusive of punch list
items even though minor miscellaneous beyond punch list work and/or adjustment may be
required.
“Temporary Construction Easement Agreement” means the agreement substantially
in the form set forth in Exhibit “B”, hereto, setting forth the terms and conditions relating to the
use of all or the portions of the Land still owned by City for the construction of the Public
Infrastructure and/or construction of private improvements to be constructed on Lots sold to
Company pursuant to the Option Agreement.
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Article III
Design and Construction of the Public Infrastructure
3.1 Company to Design and Construct. Company agrees, at its sole cost and
expense (subject to Section 3.11, below) to design and construct, or cause the design and
construction of, the Public Infrastructure on the Land in accordance with the Plan. Company
shall cause all necessary permits and approvals required by City and any applicable
governmental authorities to be issued for the construction of the Public Infrastructure. Company
shall, at its cost be responsible for the design, inspection and supervision of the construction of
the Project and the Public Infrastructure.
3.2 Compliance with Laws. Company shall comply with all local and state laws and
regulations regarding the design and construction of the Project and the Public Infrastructure
applicable to similar facilities constructed by City, including, but not limited to, any applicable
requirement relating to payment, performance and maintenance bonds. Upon Completion of
Construction of the Public Infrastructure, Company shall provide City with a final cost summary
of all costs associated with the construction of the Public Infrastructure, and provide proof that
all amounts owing to contractors and subcontractors have been paid in full evidenced by the
customary affidavits executed by Company and/or its contractors.
3.3 Payment and Performance Bonds. In connection with the construction of the
Public Infrastructure, Company shall :
(a) Furnish to City a performance bond in a form reasonably satisfactory to
City for the construction of the Public Infrastructure to ensure comp letion thereof in
accordance with Chapter 2253, Texas Government Code, as amended and Texas Local
Government Code §212.073; and
(b) Must require its contractor to furnish a payment bond in a form reasonably
acceptable to City which complies with Chapter 53, Subchapter I, Texas Property Code,
as amended, which payment bond shall show City and Company both as “owners” and be
in an amount not less than the amount of the contract for the construction of the Public
Infrastructure.
3.4 Construction Meetings. Company agrees to meet with City representatives at
least once per month to jointly review the progress of construction and to discuss any other
matters pertaining to the construction of the Public Infrastructure, or portion thereof. Company
will cause minutes of these meetings to be prepared and provided to City. Company will
otherwise keep City reasonably informed as to the progress of the Public Infrastructure, or
portion thereof and agrees to meet with City upon request to discuss the same. Furthermore,
Company will allow City’s inspector to inspect the Public Infrastructure, or portion thereof at
any time during business hours.
3.5 Warranties. Company agrees, as a part of the costs of construction, to obtain and
assign to City warranties from Company’s contractors, subcontractors and suppliers providing
labor and/or materials in connection with the Public Infrastructure, or portion thereof; provided
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that such assignment shall not prevent Company from enforcing the same. Such warranties
shall: (a) be at least standard industry warranties from generally recognized contractors,
subcontractors and suppliers with respect to the Public Infrastructure, or portion thereof; and (b)
obligate Company’s contractors, subcontractors and suppliers to repair all defects in the
applicable portion of the Public Infrastructure, or portion thereof, for a period of two (2) years
following Completion of Construction in conformance with City’s Code of Ordinances §13-1-
14.B..
3.6 Casualty. Risk of loss due to casualty shall be borne by Company until
Completion of Construction of the Public Infrastructure, or portion thereof, at which time said
risk of loss due to Casualty shall be borne by City. Notwithstanding the foregoing, City shall
reimburse the Company for the amount of any deductible under applicable insurance policies and
uninsured theft and casualty losses (so long as Company maintains the insurance coverage
required under this Agreement). Company shall carry or cause to be carried insurance in
amounts sufficient to restore any of the Public Infrastructure, or portion thereof, damaged by
Casualty to substantially the same condition they were in immediately prior to such Casualty,
subject to industry standard deductibles. Company will in any event restore any of the Public
Infrastructure, or portion thereof, damaged or destroyed by Casualty as part of its obligation to
construct the Improvements, subject to the reimbursement obligations of City specified in this
Subsection (f).
3.7 NCTCOG Standards. Except as otherwise provided in this Agreement, the
design and construction of the Public Infrastructure shall be in accordance with the Standard
Specifications for Public Works Constructions published by the North Central Texas Council of
Governments, as amended, and as modified by City, and to the extent applicable are hereby
incorporated by reference.
3.8 Project Construction Timing. Subject to events of Force Majeure and the issuance
by City of required permits, Company agrees to:
(a) cause the Commencement of Construction of the Public Infrastructure to
occur not later than 180 days after the Final Approval Date; and
(b) cause Completion of Construction of the Public Infrastructure to occur not
later than 270 days after Commencement of Construction.
3.9 Withholding of Certificate of Occupancy. Company understands, acknowledges,
and agrees that City may withhold issuance of a building permit for any building to be constructed
on any Lot until the Public Infrastructure has been completed and accepted by City. In the event
Company, or any successor in title to Company with respect to any Lot, desires to obtain a building
permit for a building constructed on the Lot prior to completion and acceptance of the Public
Infrastructure, City may, at its sole option, release a portion of the Land for construction of buildings
subject to the provisions of §13-1-16 of City’s Code of Ordinances.
3.10 Failure to Exercise All Options – No Refund. City shall have no obligation to
reimburse Company for any costs relating to the design and/or construction of the Public
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Infrastructure in the event Company fails to exercise all options to purchase all Lots as provided in
the Option Agreement.
3.11 City Participation in Public Infrastructure. City agrees to participate in the cost
of the Public Infrastructure in an amount not to exceed One and No/100 Dollars ($1.00), which
amount shall in no case exceed 30% of the total contract price relating to construction of the Public
Infrastructure. City’s payment of participation in the cost of the Public Infrastructure shall be
credited against the Purchase Price at the time of the first Closing on the purchase of Lots pursuant
to the Option Agreement.
Article IV
Other Company Obligations
4.1 Development of Option Land. Company shall develop the Option Land in
accordance with the provisions of the Concept Plan, Planned Development District Ordinance,
the Covenants, the Old Coppell Design Guidelines, and other applicable land use and
development ordinances and regulations of the City.
4.2 Platting. Company shall, at Company’s sole cost, submit an application for the
Plat not later than [60] days after the Effective Date of the Option Agreement and diligently
pursue approval of the Plat so that approval is obtained prior to the end of the Inspection Period
as set forth in the Option Agreement. City agrees to reasonably cooperate with respect to signing
any applications as owner of the Land and to timely review all submittals.
4.3 Property Owners Association. Company shall be responsible for establishing a
property owners association to provide for the maintenance of the common areas within the
Project consistent with the Covenants. The property owner association documents shall be
submitted to the City Attorney for review and approval prior to the approval of the Plat, and the
Covenants shall be file of record concurrently with the closing of the purchase of the first Subject
Lot(s) pursuant to the Option Agreement. Notwithstanding the foregoing, it shall not be
necessary to establish a separate property owners association pursuant to this Section 4.4 if the
Covenants are supplemented and/or amended in such a manner as to subject the Lots purchased
by Company to the Covenants and the common areas of the Project subject to the authority and
responsibility of the Main Street Coppell Property Owners Association, Inc. as provided in the
Covenants; provided such supplement and/or amendment have been approved by the City
Attorney.
4.4 Residential Lot Development. Company shall cause all residential lots and
structures to be designed and constructed with noise mitigation features as reasonably determined
by Company and approved by City; provided, however, noise mitigation features which are equal
to or more stringent than those previously approved by City for residences constructed on lots in the
Old Town Coppell Addition shall be deemed to be accepted by City. Company shall cause all
purchasers, tenants and occupants of the Option Land and buildings/improvements thereon to be
notified in writing of the noise conditions existing on the Option Land and of the existence of any
noise conditions prior to occupancy. In addition to such other notes that may be required by City
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ordinance, every plat or replat of all or any portion of the Option Land shall include a note that reads
substantially as follows:
NOTICE: The property described in this plat is located within close
proximity to the flight approach and departure paths of Dallas-Fort
Worth International Airport and the City of Coppell Service Center.
Consequently, the property described in this plat may be subject to
increased noise levels resulting from activities occurring on the adjacent
City-owned property or from aircraft operations occurring above or in
close proximity to the property.
4.5 Insurance. On or before Commencement of Construction of the Public
Infrastructure, and until later of (i) the termination or expiration of the Temporary Construction
Easement or (ii) the closing of the last sale of all Lots by City pursuant to the Option Agreement,
Company shall, at Company’s expense, obtain and maintain the following insurance policies in
accordance with the following terms and conditions:
(a) A Comprehensive General Liability policy of insurance for bodily injury,
death and property damage insuring against all claims, demands or actions relating to the
Company’s performance of its obligations pursuant to this Agreement with a minimum
combined single limit of not less than $1,000,000 per occurrence for bodily injury and
property damage with an aggregate of not less than $2,000,000;
(b) An automobile liability insurance policy covering any vehicles owned
and/or operated by Company, its officers, agents, and employees, and used in the
performance of its obligations hereunder with a minimum of $1,000,000; and
(c) If Company hires any employees, statutory Worker’s Compensation
Insurance covering all employees involved in the performance of its obligations
hereunder;
(d) Insurance covering the Public Infrastructure until accepted by City against
loss or damage from perils covered by an all risk or special form policy in amounts not
less than eighty (80%) percent of the full insurable value of the buildings and other
improvements included in the Public Infrastructure; and
(e) Construction liability insurance at all times when demolition, excavation,
or construction work is in progress on the Land with limits of not less than $100,000 for
property damage and $300,000 for one person and $1,000,000 for one accident for
personal injury and must protect City and Company, against all liability for injury or
damage to any person or property in any way arising out of demolition, excavation, or
construction work on the Land.
All insurance shall be endorsed to provide the following provisions: (1) name the City, its
officers, agents and employees as additional insureds as to all applicable coverage with the
exception of Workers Compensation Insurance; (2) provide for at least thirty (30) days prior
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written notice to City for cancellation, non-renewal, or material change of the insurance; (3)
provide for a waiver of subrogation against City for injuries, including death, property damage,
or any other loss to the extent the same is covered by the proceeds of insurance. All insurance
companies providing the required insurance shall be authorized to transact business in Texas and
rated at least “A” by AM Best or other equivalent rating service. A certificate of insurance
evidencing the required insurance with endorsements shall be submitted to City prior to
Commencement of Construction the Public Infrastructure.
4.6 Contractor Insurance. Without limiting any of the other obligations or liabilities
of Company, Company shall require its general contractors, at the general contractor's own
expense, to maintain during the term of this Agreement, the above-required insurance including the
required certificate and policy conditions as stated herein, while performing any work on the Land
prior to its sale by City.
Article V
Grant
Pursuant to the City Contract, in the event City determines that the fair market value of one
or more Lots to be purchased by Company pursuant to the Option Agreement is greater than $4.70
per Allocated Gross Square Foot, City agrees to make a Grant to Company with respect to said
purchase, the payment of which shall be made by City to CEDF on behalf of Company and which
shall constitute part of the Purchase Price (as defined in the Option Agreement) for the Lot(s) being
purchased. At no time shall Company be entitled to receive a direct payment of a Grant.
Article VI
Temporary Construction Easement Agreement
Not later than three (3) Business Days following the payment in full by Company of the
Option Fee (including the portion of the Option Fee payable pursuant to Section 2.1(c) of the Option
Agreement), City and Company agree to execute and record the Temporary Construction Easement
Agreement.
Article VII
Termination
7.1 Termination. This Agreement shall terminate upon the occurrence of any one or
more of the following:
(a) The execution by the Parties of a written agreement terminating this Agreement;
(b) The occurrence of the Expiration Date;
(c) Thirty (30) days after written notice is delivered by one Party to the other Party
alleging a breach of the terms or conditions of this Agreement by the Party
receiving the notice if such breach is not cured within said thirty (30) day period;
provided, however, such period shall be extended for an additional thirty (30)
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days so long as the defaulting Party commences the cure of such breach within the
initial 30-day period and thereafter diligently pursues the completion of such
curative action; or
(d) Upon notice the date of termination provided in a notice by City to Company, if
Company suffers an Event of Bankruptcy, Insolvency, or Forfeiture; provided,
however, if the event constitutes an Event of Bankruptcy, in no case shall the
Agreement terminate if such termination would violate any applicable provisions
of Federal Bankruptcy laws;
(e) Upon the date of termination provided in a notice by City to Company if any
Imposition owed to City or the State of Texas by Company shall become
delinquent and such delinquent Imposition is not paid within thirty (30) days after
written notice thereof; provided, however, Company retains the right to timely
and properly protest and contest any such Imposition, and the payment of such
Imposition shall not be deemed delinquent until the deadline for payment of such
Imposition is required following the final determination of Company’s challenge
to same;
(f) Upon the date any subsequent Federal or State legislation or any decision by a
court of competent jurisdiction declares or renders this Agreement invalid, illegal
or unenforceable; provided, however, this paragraph shall be subject to severance
pursuant to Section 8.9, below; or
(g) upon termination of the Option Agreement if Company fails to exercise the
Option to purchase the initial set of Subject Lots and close on the purchase of said
Subject Lots within the time required by Section 3.5(a) of the Option Agreement.
7.2 City Rights Upon Termination. In the event the Agreement is terminated by
City pursuant to Section 7.1(d), (e), (f), or (g), City shall be relieved of any further obligations
under this Agreement. In the event this Agreement is terminated by City pursuant to Section
7.1(c), City may seek specific performance and/or actual damages incurred as a result of such
uncured default by Company; provided, however, notwithstanding anything contained herein to
the contrary, the obligations of Company contained in Section 3.1 of this Agreement shall be
personal to Company and any assignee entity controlled by Charles Cotten and those parties shall
be the only parties against which City may seek specific performance and/or actual damages for
a breach thereof. If Company defaults pursuant to Section 3.8(a) and fails to cure such default
within the time period provided herein, the sole remedy of City shall be the termination of this
Agreement and pursuit of the remedies provided in the Option Agreement.
7.3 Company Rights Upon Termination. In the event this Agreement is terminated by
Company pursuant to Section 8.1(c), Company may seek specific performance and/or actual
damages incurred as a result of such uncured default by City.
7.4 Right of Offset. City may, at its option, following a default by Company which
is not cured within any applicable cure period, offset any amounts due and payable under this
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Agreement against any debt (including Impositions) lawfully due to City from Company,
regardless of whether the amount due arises pursuant to the terms of this Agreement or otherwise
and regardless of whether or not the debt due City has been reduced to judgment by a court.
Article VIII
Miscellaneous
8.1 Binding Agreement; Assignment. The terms and conditions of this Agreement
are binding upon the successors and permitted assigns of the Parties. This Agreement may not
be assigned without the prior written consent of the City Manager; provided, however, Company
may, without City Manager approval, upon thirty (30) days prior written notice to City, assign
this Agreement to an entity controlled by Charles Cotten or to Darling Homes of Dallas, Ltd. or
an affiliate thereof (“Darling”) if the new entity or Darling, as the case may be, agrees in writing
to assume all rights and obligations of Company under this Agreement. In addition, this
Agreement may be collaterally assigned by Company (or any permitted assignee) to a financial
institution providing financing to Company (or any permitted assignee) for the purchase and/or
development of the Project.
8.2 Limitation on Liability. It is understood and agreed among the parties that
Company and City, in satisfying the conditions of this Agreement, have acted independently, and
assume no responsibilities or liabilities to third parties in connection with these actions.
8.3 No Joint Venture. It is acknowledged and agreed by the parties that the terms
hereof are not intended to and shall not be deemed to create a partnership or joint venture among
the parties.
8.4 Authorization. Each Party represents that it has full capacity and authority to
grant all rights and assume all obligations that are granted and assumed under this Agreement.
8.5 Notice. Any notice required or permitted to be delivered hereunder shall be
deemed received (i) three (3) days after deposit into the United States Mail, postage prepaid,
certified mail, return receipt requested, addressed to the party at the address set forth below or
(ii) on the day actually received if sent by courier or otherwise hand delivered.
If intended for City, to:
Attn: City Manager
City of Coppell, Texas
P.O. Box 478
Coppell, Texas 75019
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With a copy to:
Robert E. Hager
Nichols, Jackson, Dillard, Hager & Smith, L.L.P.
500 North Akard, Suite 1800
Dallas, Texas 75201
If intended for Company, to:
CSE Commercial Real Estate, L.P.
4956 N. O'Connor Blvd.
Irving, Texas 75062
Attn: Charles Cotten
With a copy to:
Jeffrey Fink
Apple & Fink, LLP
735 Plaza Boulevard, Suite 200
Coppell, Texas 75019
Any party shall have the right to change its address for notice by sending notice of change of
address to each other party, in the manner described above.
8.6 Entire Agreement. This Agreement is the entire agreement between the Parties
with respect to the subject matter covered in this Agreement. There is no other collateral oral or
written Agreement among the parties that in any manner relates to the subject matter of this
Agreement, except as provided or referred to in this Agreement (including the Related
Agreements) or as provided in any Exhibits attached hereto.
8.7 Governing Law. This Agreement shall be governed by the laws of the State of
Texas; and venue for any action concerning this Agreement shall be in the State District Court of
Dallas County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of
said court.
8.8 Amendment. This Agreement may only be amended by a written agreement
executed by all Parties.
8.9 Legal Construction. In the event 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 other provisions, and it is the intention
of the Parties that in lieu of each provision that is found to be illegal, invalid, or unenforceable, a
provision shall be added to this Agreement which is legal, valid and enforceable and is as similar in
terms as possible to the provision found to be illegal, invalid or unenforceable.
8.10 Recitals. The recitals to this Agreement are incorporated herein.
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8.11 Counterparts. This Agreement may be executed in counterparts. Each of the
counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one
and the same instrument.
8.12 Exhibits. The exhibits to this Agreement are incorporated herein by reference for
all purposes wherever reference is made to the same.
8.13 Survival of Covenants. Any of the representations, warranties, covenants, and
obligations of the parties, as well as any rights and benefits of the parties, pertaining to a period
of time following the termination of this Agreement shall survive termination.
8.14 Indemnification by Company. CITY SHALL NOT BE LIABLE OR
RESPONSIBLE FOR, AND SHALL BE INDEMNIFIED, DEFENDED, HELD HARMLESS
AND RELEASED BY COMPANY FROM AND AGAINST ANY AND ALL SUITS,
ACTIONS, LOSSES, DAMAGES, CLAIMS, OR LIABILITY OF ANY CHARACTER, TYPE,
OR DESCRIPTION, INCLUDING ALL REASONABLE EXPENSES OF LITIGATION,
COURT COSTS, AND ATTORNEY'S FEES FOR INJURY OR DEATH TO ANY PERSON,
OR INJURY OR LOSS TO ANY PROPERTY, RECEIVED OR SUSTAINED BY ANY
PERSON OR PERSONS, INCLUDING COMPANY, OR PROPERTY, ARISING OUT OF, OR
OCCASIONED BY THE PERFORMANCE OF COMPANY UNDER THIS AGREEMENT.
THE PROVISIONS OF THIS INDEMNIFICATION ARE SOLELY FOR THE BENEFIT OF
THE PARTIES HERETO AND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS,
CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. IT IS THE
EXPRESSED INTENT OF THE PARTIES TO THIS AGREEMENT THAT THE INDEMNITY
PROVIDED FOR IN THIS AGREEMENT IS AN INDEMNITY EXTENDED BY COMPANY
TO INDEMNIFY AND PROTECT CITY FROM THE CONSEQUENCES OF COMPANY’S
NEGLIGENCE, WHETHER SUCH NEGLIGENCE IS THE SOLE OR PARTIAL CAUSE OF
ANY SUCH INJURY, DEATH, OR DAMAGE. NOTWITHSTANDING ANYTHING
CONTAINED HEREIN TO THE CONTRARY, COMPANY SHALL NOT DEFEND,
INDEMNIFY OR HOLD CITY HARMLESS FROM AND AGAINST ANY CLAIMS
ARISING OUT OF, OR OCCASIONED BY THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF CITY OR RELATED TO ANY EMINENT DOMAIN PROCEEDINGS
(OR PROPERTY ACQUISITIONS IN LIEU THEREOF) RELATED TO THE PROJECT.
8.15 Approvals. Whenever an approval or consent is required by a Party under the
terms of this Agreement, such approval or consent shall not be unreasonably withheld, delayed or
conditioned.
8.16 Current Revenue. Under no circumstances shall City’s obligations hereunder be
deemed to create any debt within the meaning of any constitutional or statutory provision.
Further, City shall not be obligated to pay any commercial bank, lender or similar institution for
any loan or credit agreement made by Company and/or Company.
8.17 Condition Precedent.
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(a) This Agreement shall not be effective and is subject to and conditioned upon the
following conditions having occurred: (i) Company and CEDF having entered into the Option
Agreement; (ii) Company having submitted an application for zoning change for the Planned
Development District Ordinance; (iii) City having adopted the Planned Development District
Ordinance with no changes or conditions to the application not approved by Company; and (iv)
City shall have caused a final plat of the Land to be approved in accordance with City’s
applicable subdivision ordinances and regulations.
(b) If Company terminates this Agreement due to the failure of the conditions
described in clauses (a) (iii) or (iv) above, City shall reimburse Company for all Option Fee
payments made under the Option Agreement.
8.18 Employment of Undocumented Workers. During the term of this Agreement,
Company agrees not to knowingly employ any undocumented workers and, if convicted of a
violation under 8 U.S.C. Section 1324a (f), Company shall repay the amount of the any grants and
any other funds received by the Company from the City as of the date of such violation within 120
days after the date Company is notified by City of such violation, plus interest at the rate
periodically announced by the Wall Street Journal as the prime or base commercial lending rate, or
if the Wall Street Journal shall ever cease to exist or cease to announce a prime or base lending rate,
then at the annual rate of interest from time to time announced by Citibank, N.A. (or by any other
New York money center bank selected by City) as its prime or base commercial lending rate, from
the date of such notice until paid.
8.19 Attorneys Fees. If it becomes necessary for either party hereto to file a suit to
enforce this Agreement or any provisions contained herein, the Prevailing Party in such actio n is
entitled to recover, in addition to all other remedies or damages, reasonable legal fees and court
costs incurred by the Prevailing Party in such suit. The term “Prevailing Party” means the Party
whose relief in an action is closest to the relief sought in the initial pleading in such proceeding
(whether by way of affirmative recovery or defense of claim).
(Signatures on Following Page)
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SIGNED AND AGREED this the ___ day of _________________, 2013.
CITY OF COPPELL, a Texas home rule
municipality
By:_________________________________
Karen Selbo Hunt, Mayor
Attest:
By:
Christel Pettinos, City Secretary
Agreed as to Form:
By:__________________________
City Attorney
SIGNED AND AGREED this the ____ day of _________________, 2013.
CSE COMMERCIAL REAL ESTATE, L.P., a
Texas Limited Partnership
By: Debco Partners, L.L.C., a Texas
limited liability company, its general
partner
By:______________________________
Charles Cotten, Member
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Exhibit “A”
Concept Plan
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Exhibit “B”
Form of Temporary Construction Easement Agreement
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING
INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN
REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:
YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER
TEMPORARY CONSTRUCTION EASEMENT AGREEMENT
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS §
This TEMPORARY CONSTRUCTION EASEMENT AGREEMENT (this
“Agreement”) is made and executed as of the _____ day of ____________________, 20__, (the
“Effective Date”), by and between CITY OF COPPELL, TEXAS, a Texas home rule
municipality (“Grantor”), whose mailing address is P.O. Box 9478, Coppell, Dallas County,
Texas 75019, and CSE COMMERCIAL REAL ESTATE, L.P., a Texas limited partnership
(“CSE”) and its permitted successors and assigns (collectively, “Grantee”), whose mailing
address is 4956 N. O’Connor Road, Irving, Dallas County, Texas, 75062.
Preliminary Statements
Grantor and Grantee agree that the following preliminary statements are true and correct
in all material respects and incorporated into this Agreement:
A. Capitalized terms used herein which are not otherwise defined shall have the
meaning set forth in the Option Agreement (as defined below).
B. Grantor owns that certain tract of real property situated in the City of Coppell,
Dallas County, Texas, more particularly described on Exhibit “A” attached and incorporated
into this Agreement (the “Land”).
C CEDF and Grantee have entered into that certain Option Agreement dated
_____________, 2013 (as amended, the “Option Agreement”) granting Grantee an option to
purchase the Lots (the “Option Land”).
D. Grantor and CEDF have entered into that certain Purchase and Sale Agreement
dated _____________, 2013 (“the City/CEDF” Agreement”) by which Grantor has agreed to sell
the Option Land to CEDF on or before the date that Grantee purchases the Option Land from
Grantor.
E. Grantee has agreed to construct the Project upon the Land.
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F. In order to facilitate the timely construction of the Project, Grantee has requested
a temporary construction easement over the Land for the purpose of installing the Public
Infrastructure and the improvements that will comprise the Project prior to conveyance of title to
the Option Land to CEDF or Grantee.
G. Grantor has agreed to grant a temporary construction easement to Grantee to
facilitate the construction of the Public Infrastructure and the improvements which will comprise
the Project, on the terms and conditions set forth below.
Agreement
NOW, THEREFORE, in consideration of the mutual agreements set forth herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Temporary Easement for Construction. Subject to the terms and
provisions contained in this Agreement, Grantor hereby grants to Grantee for use by Grantee and
all future owners of all or any portion of the Option Land, and all contractors and subcontractors
of Grantee and future owners of all or any portion of the Option Land (collectively, the
“Beneficiaries”), a non-exclusive temporary easement (the “Construction Easement”) on, over
and across the Land for the purpose of permitting the Beneficiaries to construct the Public
Infrastructure and the improvements which will comprise the Project. Upon Substantial
Completion of the Public Infrastructure, Grantor shall inspect the same and shall, subject to the
completion of all identified punch list items, assignment of customary Grantor warranty and
bonding requirements, and compliance with all of Grantor’s applicable ordinances and
construction standards and specifications, accept the same as public property to be maintained
and repaired by Grantor.
2. Restriction on Use of Land. Use of the Land by the Beneficiaries shall be
subject to the following restrictions:
(a) The Land shall not be used by any Beneficiary for the storage of materials,
supplies or equipment for a period of longer than twelve (12) months without the
prior written consent of Grantor.
(b) All materials, supplies or equipment stored upon the Land shall be at the sole risk
and expense of the owner or lessee of such materials, supplies or equipment, and
Grantor shall have no responsibility or liability whatsoever for any damage to or
theft of such items.
(c) No improvements of any nature, including temporary fencing or latrines, shall be
placed or constructed upon the Land without the prior written consent of Grantor.
(d) Except when authorized by Grantor’s ordinances or as otherwise authorized in
writing by Grantor, no storage of materials, supplies, or equipment shall occur
within any area of the Land which has been dedicated, conveyed, or otherwise
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reserved by plat or separate instrument as a public road or street, public utility
(including, water, sanitary sewer, storm sewer, gas, or telecommunications)
easement, or drainage easement on, under, and/or over which is located any
portion of the Public Infrastructure which has been completed and accepted as
public property by Grantor.
3. Reservation of Grantor’s Rights. Grantor reserves the right to use the Land for
any purpose not inconsistent with the uses for which the grant of the Construction Easement is
made, including, without limitation, the granting of easements for public streets, utilities. or
drainage as contemplated by the Plan.
4. Duration of Easement. This Agreement and all rights associated therewith shall
be temporary and terminate upon the earlier of (i) the mutual agreement of the parties (as
provided in Section 9, below), (ii) the termination of the Option Agreement, and (iii) 20 years
following the date of recordation of this Agreement. This Agreement shall also terminate as to
those portions of the Land conveyed to Grantee pursuant to the Option Agreement after the
Effective Date. Upon the termination of this Agreement as to the entire Land, Grantee and
Grantor shall execute and record in the Official Public Records of Dallas County, Texas, a
release of this Agreement.
5. Hazardous Materials: Grantee shall not cause or allow any Hazardous Material
to be placed, stored, generated, used, released or disposed of, in, on, under, about, or transported
from the Land unless Grantee has complied with the following:
(a) Grantee must obtain Grantor’s prior express written consent. Grantor may
impose, as a condition of such consent, reasonable requirements, such as limits of the
manner, time and contractor’s associated with such.
(b) Grantee shall comply with prudent business practices and also with all
applicable federal, state and local laws, ordinances, regulations, guidelines and order
relating to health, safety and protection of persons, the public, and/or the environment.
(c) Grantee shall limit the presence of such Hazardous Material to the least
amount reasonably necessary for Grantee’s use of the Land as authorized by this
Agreement.
(d) Upon the request of Grantor, Grantee shall furnish reports, assessments or
other evidence reasonably satisfactory to Grantor showing that the Land is not being
used, nor have the Land been used by Grantee for any activities involving, directly or
indirectly, the use, generation, treatment, storage or disposal of any Haz ardous Materials
other that those Hazardous Materials authorized by Grantor.
(e) If at any time a release or danger of a release of Hazardous Materials is
discovered on the Land or on or into Grantor’s sewage or storm drainage system, soil, air,
groundwater or any improvements, which was caused or permitted by Grantee or
Grantee’s officers, agents, employees, contractors, permittees, invitees, lessees or
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sublessees or there is the imminent danger of such release of Hazardous Materials,
Grantee, at its sole cost and expense, shall ensure removal of such Hazardous Materials
from the Land, the underlying groundwater, Grantor’s soil, air, storm drainage and the
sewage system, in accordance with requirements of all appropriate governmental
authorities.
(f) In addition to notification of proper governmental authorities, Grantee
shall immediately notify Grantor’s City Manager of any release of Hazardous Materials
that exceeds the minimum amount that must be reported to a public agency.
(g) Upon discovery of an y Hazardous Materials that are a direct result of
Grantee’s activities on, in, under or emanating from the Land, any release or threat of
release of a Hazardous Materials, and/or any illness caused by exposure thereto, Grantee
shall immediately, and at its sole cost and expense, take all actions necessary to
remediate, abate, and/or rectify any such conditions at or upon the Land; provided,
however, Grantee shall have no liability for pre-existing or subsequently discovered
Hazardous Materials. For purposes of this paragraph, anything that is considered to be
“pre-existing” means anything that existed on the Land prior to Grantee coming into
possession of the Land pursuant to this Agreement.
(h) In addition to all other rights and remedies of Grantor, if t he removal of
such Hazardous Materials from the Land, Grantor’s sewage or storm drainage system,
soil, air, groundwater, or any improvements is not commenced by Grantee within thirty
(30) days after written notice from Grantor of the discovery of such Hazardous Materials
and continuously pursued using commercially accepted methods and in accordance with
standards promulgated by the State of Texas or the United States Environmental
Protection Agency (“EPA”), Grantor, in its discretion, may pay to have same removed
and Grantee shall reimburse Grantor within thirty (30) days of Grantor’s demand for
payment. If Grantor is required to remediate and/or abate any such conditions caused by
Grantee on or upon the Land, Grantee shall reimburse Grantor for all costs and expenses
incurred in so doing. In its sole discretion, Grantor may, but shall not be required to,
grant Grantee more than fifteen (15) days after written notice to remove Hazardous
Materials, all at Grantee’s expense.
(i) Immediately upon receipt thereof, Grantee shall provide Grantor with
copies of any notices, claims, complaints, demands, lawsuits, hearing, investigations, or
governmental requests for information relating to the environmental condition on or of
the Land and/or Hazardous Materials on, in, under or emanating from the Land during
Grantee’s occupancy thereof pursuant to this Agreement.
6. Insurance. On or before the commencement of construction of the Public
Infrastructure, and until the termination or expiration of this Agreement, Grantee shall, at
Grantee’s expense, obtain and maintain the following insurance policies in accordance with the
following terms and conditions:
(a) A Comprehensive General Liability policy of insurance for bodily injury,
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death and property damage insuring against all claims, demands or actions relating to the
Company’s performance of its obligations pursuant to this Agreement with a minimum
combined single limit of not less than $1,000,000 per occurrence for bodily injury and
property damage with an aggregate of not less than $2,000,000;
(b) An automobile liability insurance policy covering any vehicles owned
and/or operated by Company, its officers, agents, and employees, and used in the
performance of its obligations hereunder with a minimum of $1,000,000; and
(c) If Company hires any employees, statutory Worker’s Compensation
Insurance covering all employees involved in the performance of its obligations
hereunder;
(d) Insurance covering the Public Infrastructure until accepted by Grantor
against loss or damage from perils covered by an all risk or special form policy in
amounts not less than eighty (80%) percent of the full insurable value of the buildings
and other improvements included in the Public Infrastructure; and
(e) Construction liability insurance at all times when demolition, excavation,
or construction work is in progress on the Land with limits of not less than $100,000 for
property damage and $300,000 for one person and $1,000,000 for one accident for
personal injury and must protect City and Company, against all liability for injury or
damage to any person or property in any way arising out of demolition, excavation, or
construction work on the Land.
All insurance shall be endorsed to provide the following provisions: (1) name the City, its
officers, agents and employees as additional insureds as to all applicable coverage with the
exception of Workers Compensation Insurance; (2) provide for at least thirty (30) days prior
written notice to City for cancellation, non-renewal, or material change of the insurance; (3)
provide for a waiver of subrogation against City for injuries, including death, property damage,
or any other loss to the extent the same is covered by the proceeds of insurance. All insurance
companies providing the required insurance shall be authorized to transact business in Texas and
rated at least “A” by AM Best or other equivalent rating service. A certificate of insurance
evidencing the required insurance with endorsements shall be submitted to City prior to
Commencement of Construction of the Public Infrastructure. Without limiting any of the other
obligations or liabilities of Grantee, Grantee shall require its general contractors, at the general
contractor's own expense, to maintain during the term of this Agreement, the above-required
insurance (including the required certificate and policy conditions as stated herein) for so long as
such contractor is performing work on the Land.
7. Release. The Beneficiaries hereby release Grantor, its successors and assigns,
and their respective agents, officers, employees, lessees, tenants, subtenants, licensees and
invitees (collectively, the “Protected Parties”) from damage to property or injuries, including loss
of life, sustained by any person or persons caused by or arising out of the use of the Land or the
Construction Easement by the Beneficiaries. In addition, Grantee agrees to obtain waivers of
subrogation rights by Grantee’s insurer against the Protected Parties pursuant to the insurance
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required to be obtained by Grantee pursuant to Section 5 above. GRANTOR AND GRANTEE
INTEND FOR THE RELEASE AND WAIVER SET FORTH IN THIS SECTION 6 TO
APPLY EVEN IF THE LOSS OR DAMAGE DESCRIBED IN SUCH SECTION IS
CAUSED BY THE NEGLIGENCE OF THE PROTECTED PARTIES AND EVEN IF
THE PROTECTED PARTIES WOULD OTHERWISE BE STRICTLY LIABLE FOR
SUCH LOSS OR DAMAGE UNDER APPLICABLE LAW.
8. Indemnification. GRANTEE SHALL INDEMNIFY, DEFEND, AND
HOLD GRANTOR FOREVER HARMLESS AGAINST AND FROM ANY PENALTY, OR
ANY DAMAGE, OR CHARGE, IMPOSED FOR ANY VIOLATION OF ANY LAW,
ORDINANCE, RULE OR REGULATION ARISING OUT OF THE USE OF THE LAND BY
ANY BENEFICIARY, WHETHER OCCASIONED BY THE NEGLIGENT ACT OR
OMISSION OF ANY BENEFICIARY, ITS EMPLOYEES, OFFICERS, AGENTS,
CONTRACTORS OR ASSIGNS OR THOSE HOLDING UNDER GRANTEE. GRANTEE
SHALL AT ALL TIMES DEFEND, PROTECT AND INDEMNIFY AND IT IS THE
INTENTION OF THE PARTIES HERETO THAT GRANTEE HOLD GRANTOR
HARMLESS AGAINST AND FROM ANY AND ALL LOSS, COST, DAMAGE, OR
EXPENSE, INCLUDING ATTORNEY’S FEE, ARISING OUT OF OR FROM ANY
ACCIDENT OR OTHER OCCURRENCE ON OR ABOUT THE LAND CAUSING
PERSONAL INJURY, DEATH OR PROPERTY DAMAGE RESULTING FROM USE OF
THE LAND BY ANY BENEFICIARY, ITS OFFICERS, EMPLOYEES, AGENTS,
CONTRACTORS, AND INVITEES IN CONNECTION WITH THIS AGREEMENT, EXCEPT
WHEN CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF
GRANTOR, ITS OFFICERS, EMPLOYEES OR AGENTS, AND ONLY THEN TO THE
EXTENT OF THE PROPORTION OF ANY FAULT DETERMINED AGAINST GRANTOR
FOR ITS WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. THE RIGHTS AND
PROTECTIONS AFFORDED TO GRANTOR IN THIS SECTION 7 SHALL ALSO EXTEND
TO GRANTOR’S ELECTED AND APPOINTED OFFICIALS, EMPLOYEES, AGENTS,
AND REPRESENTATIVES. THIS SECTION 7 SHALL SURVIVE THE TERMINATION
OF THIS AGREEMENT.
9. Benefit; Binding Effect. This Agreement is binding upon and shall inure to the
benefit of Grantor and its successors and assigns and the Beneficiaries, including, without
limitation, all other persons or entities having or acquiring any right, title or interest in the Option
Land, or any portion thereof.
10. Amendment/Termination. This Agreement may be amended or terminated only
by written agreement executed by Grantor and Grantee, without the joinder of any other owners
of all or any portion of the Land or the Option Land. Any such amendment shall be effective
when filed for record in the Official Public Records of Dallas County, Texas.
11. Default. In the event Grantee fails to perform any of Grantee’s obligations and/or
comply with any of the restrictions set forth in this Agreement (a “Default”), Grantor may give
written notice to Grantee of said Default (the “Default Notice”). If Grantee does not cure any
such Default within thirty (30) days after receipt of the Default Notice, or such earlier time if the
Default may be reasonably cured prior to such 30-day period, then Grantor shall be entitled to all
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remedies available at law or in equity, including, without limitation, (i) the right to specific
performance and (ii) the right to take such self-help measures as are necessary to cure the
Default. In the latter event, Grantor may, among other things, perform any such maintenance,
repair and/or replacement as is necessary to cure the Default. Any costs incurred by Grantor
shall be reimbursed by Grantee not later than thirty (30) days of presentation of appropriate
statements of actual costs incurred therefor, together with interest at the maximum rate allowable
at law (accruing from the date said expenses were incurred). Notwithstanding the foregoing, no
Default shall entitle Grantor to terminate the Construction Easement other than as provided in
Sections 4 and 9 above.
12. Attorneys' Fees. Should any party hereto employ an attorney for the purpose of
enforcing or construing this Agreement, or any judgment based on this Agreem ent, in any legal
proceeding whatsoever, including insolvency, bankruptcy, arbitration, declaratory relief or other
litigation, the prevailing party shall be entitled to receive from the other party or parties thereto
reimbursement for all reasonable attorneys' fees and all costs, whether incurred at the trial or
appellate level, including but not limited to service of process, filing fees, court and court
reporter costs, investigative costs, expert witness fees and the cost of any bonds, whether taxable
or not, and such reimbursement shall be included in any judgment, decree or final order issued in
that proceeding. The term “prevailing party” means the party whose relief in an action is closest
to the relief sought in the initial pleading in such proceeding (whether by way of affirmative
recovery or defense of claim).
13. Severability. If any provision of this Agreement is held to be invalid, illegal or
otherwise unenforceable for any reason, the remaining provisions of this Agreement shall remain
in full force and effect and shall not be affected thereby.
14. Governing Law. The validity of this Agreement and any of its terms and
provisions, as well as the rights and duties of the parties, shall be governed by the laws of the
State of Texas; and venue for any action concerning this Agreement shall be in State District
Court of Dallas County, Texas. The parties agree to submit to the personal and subject matter
jurisdiction of said court.
15. Entire Agreement. This Agreement embodies the complete agreement of the
parties hereto, superseding all oral or written, previous and contemporary agreements between the
parties and relating to the matters in this Agreement, and except as otherwise provided herein
cannot be modified except as provide in Section 10 above. Notwithstanding the foregoing, to the
extent of any inconsistency between the terms and conditions of this Agreement and the terms and
conditions of the Option Agreement, the terms of the Option Agreement shall control.
16. Notice. Any notice required or permitted to be delivered hereunder shall be
deemed received (i) three (3) days after deposit into the United States Mail, postage prepaid,
certified mail, return receipt requested, addressed to the party at the address set forth below or
(ii) on the day actually received if sent by courier or otherwise hand delivered.
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If intended for Grantor, to:
Attn: City Manager
City of Coppell, Texas
P.O. Box 478
Coppell, Texas 75019
With a copy to:
Robert E. Hager
Nichols, Jackson, Dillard, Hager & Smith, L.L.P.
500 North Akard, Suite 1800
Dallas, Texas 75201
If intended for Grantee, to:
CSE Commercial Real Estate, LP
4956 N. O'Connor Road
Irving, Texas 75062
Attn: Charles Cotten
With a copy to:
Jeffrey Fink
Apple & Fink, LLP
735 Plaza Boulevard, Suite 200
Coppell, TX 75019
Any party shall have the right to change its address for notice by sending notice of change of
address to each other party, in the manner described above. Beneficiaries (other than Grantee)
including, without limitation, all other persons or entities having or acquiring any right, title or
interest in the Option Land, or any portion thereof, by using the Land and accepting the benefits
of this Agreement, are deemed to have irrevocably appointed Grantee as their agent for purposes
of receipt of notice made pursuant to this Agreement, which agency is accepted by Grantee.
Failure of Grantee to forward any notice provided by Grantor pursuant to this Agreement to a
Beneficiary shall not constitute a failure of Grantor to provide proper notice pursuant to this
Agreement.
17. Captions. Titles, headings or captions of articles or paragraphs contained in this
instrument are inserted only as a matter of convenience and for reference, and in no way define,
limit, extend or describe the scope of this instrument or the intent of any provisions hereof.
18. Multiple Counterparts. This Agreement may be executed in any number of
identical counterparts, each of which for all purposes shall be deemed an original document and
all of which together shall constitute but one and the same document; but, in making proof of this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
set forth above.
GRANTOR:
CITY OF COPPELL, TEXAS
By: ________________________________
Karen Selbo Hunt, Mayor
GRANTEE:
CSE COMMERCIAL REAL ESTATE,
L.P., a Texas limited partnership
By: Debco Partners, L.L.C., a Texas limited
liability company, general partner
By: _________________________
Charles Cotten, Member
ATTACHMENT 2 TO PURCHASE AND SALE AGREEMENT: CITY OF COPPELL TO COPPELL ECONOMIC DEVELOPMENT
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STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me this ___ day of _______________, 20__,
by Karen Selbo Hunt, Mayor of the City of Coppell, Texas, a Texas home rule municipality, on
behalf of said municipality.
______________________________________
Notary Public, State of Texas
Commission Expires:_____________________
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me this _________ day of ___________,
20__, by Charles Cotten, member, Debco Partners, LLC, a Texas limited liability company, on
behalf of said company in its capacity as General Partner for CSE Commercial Real Estate, L.P.,
a Texas limited partnership, for and on behalf of said company and partnership.
Notary Public, State of Texas
My Commission expires:_______________
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Exhibit "A"
Land
[To Be Attached]
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-0989
File ID: Type: Status: 2013-0989 Resolution Passed
1Version: Reference: In Control: City Secretary
04/02/2013File Created:
04/23/2013Final Action: Northlake 3File Name:
Title: Consider approval of a surface use agreement by and between Luminant,
Trammell Crow No. 43, Ltd., Coppell Independent School District and the City
of Coppell covering approximately 1,700 ± acres of land at Northlake; and,
authorizing the City Manager to sign and execute all necessary documents.
Notes:
Agenda Date: 04/23/2013
Agenda Number: 12.
Sponsors: Enactment Date:
Resolution.pdf, Surface Use Agreement.pdf, Exhibit
A.pdf, Exhibit B.pdf, Exhibit C.pdf, Exhibit 1.pdf,
Exhibit 2.pdf, Exhibit D.pdf, Exhibit E.pdf
Attachments: Enactment Number: 2013-0423.1
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 PassApproved04/23/2013City Council
Presentation: City Attorney Robert Hager read the Resolution into the record and presented the
information to Council.
A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Aaron
Duncan, that this Resolution be approved. The motion passed by an unanimous vote.
Action Text:
Councilmember Tim Brancheau, Councilmember Bob Mahalik,
Councilmember Gary Roden, Mayor Pro Tem Billy Faught,
Councilmember Marvin Franklin, and Councilmember Aaron Duncan
6Aye:
Text of Legislative File 2013-0989
Title
Consider approval of a surface use agreement by and between Luminant, Trammell Crow No .
43, Ltd., Coppell Independent School District and the City of Coppell covering approximately
1,700 ± acres of land at Northlake; and, authorizing the City Manager to sign and execute all
necessary documents.
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-0989)
Summary
Fiscal Impact:
Staff Recommendation:
Approval recommended.
Goal Icon:
Sustainable City Government
Business Prosperity
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 12/28/2017
TM 60133
RESOLUTION NO. ________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
COPPELL, TEXAS, APPROVING THE TERMS AND
CONDITIONS OF A SURFACE USE AGREEMENT BY AND
BETWEEN LUMINANT GENERATION COMPANY, LLC.,
TRAMMELL CROW NO. 43, LTD., COPPELL INDEPENDENT
SCHOOL DISTRICT AND THE CITY OF COPPELL COVERING
APPROXIMATELY 1,700 ± ACRES OF LAND LOCATED AT
NORTHLAKE AS PROVIDED IN SAID AGREEMENT;
AUTHORIZING THE CITY MANAGER TO SIGN, WHICH IS
ATTACHED HERETO AS EXHIBIT 1, FOLLOWING REVIEW BY
THE CITY ATTORNEY; REPEALING ALL RESOLUTIONS IN
CONFLICT; PROVIDING A SEVERABILITY CLAUSE; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City has entered into a Surface Use Agreement by and between
Luminant Generation Company, LLC, Trammell Crow No. 43, Ltd. and Coppell Independent
School District; and
WHEREAS, the City Council find it is in the best interest of the City of Coppell and its
citizens to approve said agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF COPPELL, TEXAS THAT:
SECTION 1. The City Council hereby approves the terms and conditions of Surface Use
Agreement by and between Luminant Generation Company, LLC, Trammell Crow No. 43, Ltd.,
Coppell Independent School District and the City of Coppell covering approximately 1,700 ±
acres of land generally located at Northlake as provided in said agreement; and, hereby
authorizes the City Manager to execute such agreement, as provided in Exhibit 1, which is
attached hereto and incorporated herein by reference.
SECTION 2. The City Manager of the City of Coppell, Texas, is hereby authorized to
execute said agreement, which is attached hereto as Exhibit 1, subject to release of any and all
easements in favor of Oncor Electric Delivery Company LLC following review by the City
Attorney.
SECTION 3. Any prior resolution of the City Council in conflict with the provisions
contained in this Resolution are hereby repealed and revoked.
SECTION 4. Should any part of this resolution be held to be invalid for any reason, the
remainder shall not be affected thereby, and such remaining portions are hereby declared to be
severable.
SECTION 5. This resolution shall take effect immediately from and after its passage,
and it is duly resolved.
[Signature page to follow]
TM 60133
DULY PASSED and approved by the City Council of the City of Coppell, Texas, on this
the ____ day of , 2013.
APPROVED:
Karen Selbo Hunt, Mayor
ATTEST:
Christel Pettinos, City Secretary
APPROVED AS TO FORM:
_________________________________
Robert E. Hager, City Attorney
(REH/mpm)
Exhibit 1
TM 60133
After Recording, Return To:
Chicago Title Insurance Company
2828 Routh, Suite 800
Dallas, TX 7520 1
Attn: Joycelyn Armstrong
SURFACE USE AGREEMENT
THIS SURFACE USE AGREEMENT (this "Surface Use Agreement") is made effective April
, 20 13 (the "Effective Date") among LUMINANT MINERAL DEVELOPMENT COMPANY
LLC, a Texas limited liability company (including its successors and assigns, "Mineral Owner"),
LUMINANT GENERATION COMPANY LLC, a Texas limited liability company (including its
successors and assigns, "Luminant Generation"), and the following parties (including each of their
successors and assigns, collectively, the "Surface Owners"): TRAMMELL CROW COMPANY NO. 43
LTD., a Texas limited partnership ("TCC No. 43"), in its capacity as managing agent for the parties for
which TCC No. 43 is shown to be acting in such capacity on the signature pages of this Surface Use
Agreement (hereafter the "Billingslev Surface Owners"), the CITY OF COPPELL, TEXAS, a political
subdivision of the State of Texas ("Coppell") and the COPPELL INDEPENDENT SCHOOL
DISTRICT, a political subdivision of the State of Texas ("CISD").
RECITALS:
A. Surface Owners are the owners of (or simultaneously with the execution of this Surface
Use Agreement will become the owners of) the surface estate in the real property located in Dallas County,
Texas described on Exhibit A attached hereto and made a part hereof (the "Conveyed Northlake
Premises").
B. Mineral Owner is the owner of the mineral estate in the Conveyed Northlake Premises (the
"Mineral Estate").
C. The portions of the conveyed Northlake Premises that were conveyed in 2006 and 2008
included limited surface waivers in favor of the grantees may not be effective because the Mineral Estate
had already been conveyed to Mineral Owner (or its predecessors) and Mineral Owner and the Surface
Owners desire to ensure that the limited surface waiver applies to the entire Conveyed Northlake Premises.
D. Luminant Generation is the owner of the parcels described on Exhibit B attached hereto
and made a part hereof (the "Drill-site Tracts") that it intends to make available to Mineral Owner for the
purpose of mining, drilling, testing, exploring, fracture stimulating, producing, operating, completing,
storing, processing, removing, transporting, marketing and developing oil, gas and other minerals on the
Drill-site Tracts ("Mineral Development Operations").
E. Surface Owners, Mineral Owner and Luminant Generation desire to provide for orderly
Mineral Development Operations.
F. Simultaneously with the execution of this Surface Use Agreement, Luminant Generation is
releasing certain surface and subsurface easements reserved over a portion of the Conveyed Northlake
Premises for oil and gas transmission purposes and certain of the Billingsley Surface Owners and Mineral
Owner desire to provide for the grant to Mineral Owner of surface and subsurface easements over the
portion of the Conveyed Northlake Premises described herein as the "Oil and Gas Transmission
Easement Area" for oil and gas transmission purposes.
G. The Billingsley Surface Owners are planning the development of a mixed use community
composed in part of residential units on the portions of the Conveyed Northlake Premises owned by the
Billingsley Surface Owners (the "Cvpress Waters Development"). A key component of the Cypress
Waters Development is the reservoir (the "Lake") known as "Northlake" centrally located on the Conveyed
Northlake Premises.
NOW, THEREFORE, for and in consideration of the covenants of the parties set forth in this
Surface Use Agreement, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows:
1. Oil and Gas Transmission
1.1 Oil and Gas Transmission Easement Area. Access and oil and gas transportation
supporting Mineral Development Operations shall be confined to the property described on Exhibit C-1 and
Exhibit C-2 attached hereto and made a part hereof (the "Oil and Gas Transmission Easement Area"), or
publicly dedicated streets and roads, subject to the terms of this Surface Use Agreement. Any pipelines
installed in the Oil and Gas Transmission Easement Area shall be located only in or on the property
described on Exhibit C-1 hereto and shall be constructed in accordance with applicable Department of
Transportation regulations and any applicable State of Texas regulations adopting such federal standards,
establishing minimum construction standards for pressurized natural gas pipelines. Mineral Owner shall not
construct pits on the Oil and Gas Transmission Easement Area for any purpose.
1.2 Grant of Oil and Gas Transmission Easement. [Coppell, CWShoreline Land, Ltd. and
Tranlmell Crow Company No. 43, Ltd. (collectively, "Grrmior")] hereby grant and convey to Mineral
Owner perpetual nonexclusive easements over, through, on, under and across the Oil and Gas Transmission
Easement Area for the following purposes (collectively, the "Oil and Gas Transmission Easement"),
subject to easements, covenants, conditions, and restrictions of record existing as of the Effective Date:
1.2.1 Transportation of hydrocarbons and/or natural gas plus water and byproducts used
in, or produced by, operations for extraction of minerals ("Pipeline Operations"); and
1.2.2 Vehicular access and use as well as rights of ingress and egress in connection with
Mineral Owner's Pipeline Operations.
1.2.3 In connection with the foregoing, Mineral Owner shall have the right within the
Oil and Gas Transmission Easement Area:
(a) to lay, repair, maintain, operate and remove pipelines and to replace
existing lines with other lines for the transportation of oil or gas (and their products), water or any
other fluid or substance:
(b) to install valves, fittings, meters and similar appurtenances, including,
without limitation, above-ground appurtenances, as may be necessary or convenient for the
operation of the lines installed by Mineral Owner;
(c) to erect, repair, maintain, operate, patrol and remove electric lines,
graphite and steel anodes and other devices for the control of pipeline corrosion, over, through, on,
under and across the Oil and Gas Transmission Easement Area;
(d) to select the route of all pipelines, electric lines and other lines;
(e) to enter the Oil and Gas Transmission Easement Area for purposes of
exercising the rights granted to Mineral Owner in this Surface Use Agreement; and
(f) to do any and all things that may be required for the enjoyment of the
rights granted to Mineral Owner in this Surface Use Agreement.
1 541 5 16v.BHJ EFH 100152002
1.3 Reservations. Grantor reserves for Grantor and Grantor's successors and assigns, the
right to convey rights and/or easements encumbering or which may encumber the Oil and Gas
Transmission Easement Area to others and to pave and landscape the surface of the Oil and Gas
Transmission Easement Area for drives, curbing, and medians, and to construct fences as permitted by
Applicable Law, so long as such additional transfer is subject to the Oil and Gas Transmission Easement,
subordinate to the Mineral Owner's rights hereunder and, so long as Grantor's exercise of such rights does
not interfere with Mineral Owner's construction, reconstruction, repair or maintenance of facilities on and
under the Oil and Gas Transmission Easement Area, and is not for the purpose of installing or operating an
oil and/or natural gas pipeline or appurtenances thereto. After doing any work in connection with the
construction, operation, or repair of facilities within the Oil and Gas Transmission Easement Area, Mineral
Owner shall repair the surface of the Conveyed Northlake Premises affected by such work to as close to the
condition in which it was found before such work was undertaken to the extent reasonably practicable.
2. Limited Surface Waivers. Subject to the terms and conditions of this Surface Use
Agreement, Mineral Owner hereby waives, releases and relinquishes the right to enter upon or use the
surface of the Conveyed Northlake Premises or any portion of the surface estate thereof for any purpose
including, without limitation, for the purpose of Mineral Development Operations on the surface.
Notwithstanding anything herein to the contrary, the foregoing shall not be construed as waiving, releasing
or relinquishing in any way any of the Mineral Estate or Mineral Owner's rights to use, explore for, develop
and produce from the Mineral Estate, by pooling, or by wells drilled and other subsurface operations in and
under the Conveyed Northlake Premises (including, without limitation, directional or horizontal drilling
techniques, fracturing and other completion operations) originating from surface locations (including,
without limitation, the Drill-site Tracts) not on the Conveyed Northlake Premises; provided, however, that
the well bore for any underground oil or gas well that enters the subsurface of the Conveyed Northlake
Premises shall be at a depth of at least 3,000 feet below the surface of the Conveyed Northlake Premises.
The foregoing waiver shall not, however, affect or impair Mineral Development Operations or Pipeline
Operations in or on the Drill-site Tracts or the Oil and Gas Transmission Easement Area, respectively. In
the event of any conflict between this Section 2 and any other covenant, condition or restriction between or
among Mineral Owner and any of the Surface Owners, the terms and conditions of this Section 2 shall
control. Subject to the terms and conditions of this Surface Use Agreement, Surface Owners hereby waive,
release and relinquish the right to use the portion of the Conveyed Northlake Premises lying at or below
3,000 feet below the surface for the drilling, completion or operation of groundwater production wells for
non-potable water ("Groundwater Operations"), it being expressly agreed and acknowledged by Surface
Owners that Groundwater Operations shall be limited to the surface of the Conveyed IVorthlake Premises
and the portion of the Conveyed Northlake Premises located above 3,000 feet below the surface of the
Conveyed Northlake Premises.
3. Offsite Operations Easements. The Surface Owners, for adequate consideration, hereby
grant, sell and convey to Mineral Owner exclusive easements (the "Offsite Operations Easements") over,
through, on, under and across the lands comprising the Conveyed Northlake Premises, subject to
easements, covenants, conditions, and restrictions of record existing as of the Effective Date, as follows:
3.1 Subsurface easements for purposes of mining, drilling, testing, exploring, fracture
stimulating, producing, operating, completing, storing, processing, removing, transporting, marketing or
developing oil, gas and other minerals from wells the surface locations of which are upon any of the
Drill-site Tracts, such subsurface easements extending from each of the Drill-site Tracts across any portion
of the subsurface of the Conveyed Northlake Premises lying at least 3,000 feet below the surface.
3.2 The Offsite Operations Easements herein granted will continue for so long as such Offsite
Operations Easements are utilized or required by Mineral Owner.
4- %Surface Operations. Mineral Owner shall strictly comply with the following
obligations:
(a) WATER AND SURFACE PROTECTION: Mineral Owner's operations on or
near the Conveyed Northlake Premises shall be conducted in such a manner as to prevent damage to, or
contamination of (i) any and all waters in, under or on the Conveyed Northlake Premises and any adjoining
lands, whether the water be found in surface tanks or any other type of storage, in creek beds or river beds,
or in surface or subsurface water-bearing strata or formations, and (ii) the surface and subsurface of the
Conveyed Northlake Premises and any adjoining lands, from salt water or other noxious, deleterious or
contaminating substance flowing over or leaking or seeping onto, or penetrating such land.
(b) SALT WATER AND DRILLING MUD DISPOSAL: No salt water, drilling mud,
produced fluids or other waste substance shall be disposed of on or under the Drill-site Tracts or on the
Conveyed Northlake Premises.
(c) SEISMOGRAPHIC OPERATIONS: Mineral Owner will notify Coppell and TCC
No. 43 (but not any of their successors or assigns) in writing prior to conducting any seismographic
exploration under the Conveyed Northlake Premises. No seismographic operations using dynamite or
explosives shall be conducted on the Conveyed Northlake Premises. Mineral Owner's exploration and
operations shall not create any subsurface movement, vibration, void, or other condition which affects in
any way the structural strength or integrity of the dam and spillway serving the Lake.
(d) TRASH: Mineral Owner will prevent papers, boxes, sacks and containers and . .
scrap, trash and waste materials of any kind from being discarded on or littering the Conveyed Northlake
Premises. After the commencement of Mineral Development Operations, Mineral Owner shall maintain the
Drill-site Tracts and any portion of the Conveyed Northlake Premises adversely affected by Mineral
Development Operations in a neat and clean condition at all times.
(e) ENVIRONMEIVTAL: As used in this Surface Use Agreement, the term
"Hazardous Materials" means any substance defined or identified as a hazardous, extra hazardous or toxic
substance, waste, or material under any applicable federal, state, or local statute or regulation. "Remedial
Work" is defined as any site investigation or monitoring, any cleanup, containment, remediation, removal,
or restoration work performed in response to any federal, state or local government authority or private
party action, or pursuant to any federal, state or local statute, rule, regulation or other laws. Mineral Owner
agrees (1) to remove from the Conveyed Northlake Premises, if, as and when required by law, any
Hazardous Materials placed or released thereon by Mineral Owner, (2) to perform Remedial Work where
the need therefor arises in connection with Mineral Owner's operations or activities, and (3) to comply in all
respects with all federal, state and local governmental laws and regulations ("Applicable Law") governing
operations by Mineral Owner and Remedial Work on or associated with the Conveyed Northlake Premises.
(f) DISCHARGES: Mineral Owner shall not purposefully discharge any oil,
condensate, saltwater, or any substance used in drilling or production onto the Conveyed Northlake
Premises or Lake under any circumstances, and in order to prevent undue deterioration of streets, shall keep
paved streets on the Conveyed Northlake Premises free of material discharges through spillage or leakage
from Mineral Owner's trucks. Prior to commencing production from any well on the Drill-site Tracts, tanks
1541 5 16v.810 EFH 100152002 4
and other storage vessels shall be enclosed by an earthen berm or man-made structure of sufficient height to
contain any discharge associated therewith which might occur. In the event that there is a discharge from a
Drill-site Tract, the affected area shall be restored to its original condition insofar as reasonably practicable.
Such restoration shall include correction of any erosion damage on the Drill-site Tract and removal of any
contaminated soil, and replacement with uncontaminated soil, regardless of whether the discharge occurred
through the negligence of Mineral Owner or otherwise. The provisions of this Subsection are cumulative of
other provisions in this Surface Use Agreement relating to Mineral Owner's remedial obligations for
environmental contamination.
(g) TREES: Mineral Owner shall not cut or destroy any oaks or hardwood trees on the
Oil and Gas Transmission Easement Area having a caliper diameter in excess of eight (8) inches without the
prior consent of the overlying Surface Owner, which shall not be unreasonably withheld, delayed or
conditioned. Tree removal on the Oil and Gas Transmission Easement Area shall be subject to tree
replacement obligations imposed by Applicable Law (determined without regard to Mineral Owner's use of
the Drill-site Tracts or Oil and Gas Transmission Easement Area for any industrial use or alternative
methods otherwise available pursuant to Chapter 5 1A- 10.135 of the Code of Ordinances of the City of
Dallas) and any Applicable Permits.
(h) CATTLE FENCES: Mineral Owner shall obtain the consent of the overlying
Surface Owner prior to cutting any livestock fence on the Oil and Gas Transmission Easement Area, such
consent not to be unreasonably withheld, delayed or conditioned. If Mineral Owner cuts a fence, Mineral
Owner, at its cost, must install a stretch post at each corner of the cut fence. Mineral Owner shall install and
maintain cattle guards at every livestock fence crossing (using metal cattle guards of similar quality and
structure currently located on the Oil and Gas Transmission Easement Area). With respect to fences cut by
Mineral Owner (with Surface Owner's consent), Mineral Owner shall also install a 12-foot gate (using gate
of similar quality and structure currently located on the Oil and Gas Transmission Easement Area) and
cattleguard at the crossing, which gate shall remain locked. Mineral Owner shall provide the Surface Owner
a key to all keyed locks securing gates and with the combination for all combination locks. All livestock
fencing installed by Mineral Owner shall be constructed with 5-strand barbed wire with metal T posts set at
intervals not exceeding thirty (30) feet.
(i) SITE RESTORATION: Within sixty (60) days of the completion and equipping
by Mineral Owner of a well (or series of wells permitted by the applicable drilling permit) on a Drill-site
Tract as a producing well or the plugging and abandonment thereof, Mineral Owner, at its sole cost and
expense, shall:
(I) remove all unnecessary surface equipment, flow lines and tankage, all
drilling mud, chemical mud, saltwater, surface oil and other materials;
(2) remove all materials stored in any earthen pits, together with any
contaminated soil, and refill any such pits;
(3) repair in accordance with the provisions of Applicable Law and any
Applicable Permit, any potholes or other paving damage to any public roads on the Conveyed
Northlake Premises; and
(4) All tank batteries and other surface equipment located on the Southern
Drill-site Tract will be maintained in good repair and all such items which are of a permanent
nature shall be painted.
0) CGL INSURANCE: Each policy of commercial general liability and
environmental impairment or pollution legal liability insurance covering handling, removal, seepage,
storage, testing, transportation, and disposal of materials which Mineral Owner is obligated to secure and
maintain under Applicable Law shall (so long as coverage for additional insureds shall be generally
available in the market on commercially reasonable terms) name as additional insureds the Surface Owners
of which Mineral Owner is notified in writing by a Surface Owner.
5. &Special Terms and Conditions Applicable to the Southern Drill-Site. Except as
specifiedin subsection (a), within 270 days following written notice from TCC No. 43 that one or more of
the Billingsley Surface Owners intend-to commence construction of Olympus Boulevard extension,
Luminant Generation will comnience and diligently pursue to completion the landscape improvements
(excepting the site preparation work described in subsection (a), the "Landscape Improvements")
identified in the landscaping plan (the hereto as Exhibit D on the Drill-site
Tract identified as the "Southern
(a) SITE PREPARATION WORK: Within 270 days following TCC No. 43's
delivery to the Southern Drill-site Tract at temporary storage locations designatdbyyLuUmjnant Generation,
at TCC No. 43's sole cost and expense, of fill sufficient to complete the Dirt Work (defined below),
Luminant Generation will commence and diligently pursue to completion grading the portions of the
Southern Drill-site Tract outside the boundaries of the limits of the Special Use Pennit for a drilling permit
on the Southern Drill-site Tract issued by the City of Dallas (the "SUP Boundary") and will install and
seed with grass berms ranging from three to six feet tall with a 311 maximum slope at the locations generally
identified in the Landscaping Plan. All grading and drainage work shall be done in accordance with
standard engineering practices, with the goal of retaining natural drainage patterns in the area, as
determined by Luminant Generation's consulting engineer. The grading and berming described in this
subsection (a) is herein referred to as the "Dirt Work."
(b) LANDSCAPING: Once the berms are completed, Mineral Owner will plant and
use commercially reasonable efforts to establish and maintain outside the SUP Boundary Bermuda grass
and evergreen shrubs at the locations shown on the Landscaping Plan. The evergreen shrubs shall be
installed in three foot-wide mulched planting beds no greater than five feet on-center. The evergreen
shrubs shall be at least 20 gallon container sized at planting, and will be capable of obtaining a solid
appearance and a minimum height of eight feet within three years from date of planting.
(c) FENCES AND SCREENING: Within 90 days following conipletion of drilling
operations on the Southern Drill-site Tract, Mineral Owner will commence and diligently pursue
installation of a minimum eight (8) foot-tall green vinyl coated fence generally at the location of the SUP
Boundary (the screen in^ Fence").
(d) MAINTENANCE: Mineral Owner, at its sole cost and expense, shall use
commercially reasonable efforts to repair, maintain and replace the Screening Fence and the Landscape
lniprovements. All plant materials required herein must be maintained in a healthy, growing condition at
all times.
Luminant Generation's and Mineral Owner's obligations pursuant to this Section 45 and to obtain TCC No.
43's consent pursuant to the second sentence of Section 827.2 shall terminate upon the occurrence of any
of the following: (a) any taxes, assessments or other charges are levied or imposed by Cypress Waters
Municipal Management District, a political subdivision of the State of Texas (the "District") on the
Mineral Estate or the Southern Drill-site Tract and the District has not, pursuant to and in accordance with
an economic development grant approved by the City of Dallas and the District, rebated such amounts to
the payor; (b) the District regulates, controls, limits or otherwise exercises rule-making authority over the
Mineral Estate or the Southern Drill-site Tract; or (c) the Billingsley Surface Owners, any ofthe Billingsley
Surface Owners parents, affiliates, assignees, associated companies, and the successor entities for each and
every one of those entities, Henry or Lucy Billingsley, or any affiliate or relative by blood or marriage of
Henry or Lucy Billinglsey, or any attorney or advisor to any of the foregoing petitions or advocates for the
District to take any of the actions described in subsections (a) or (b) above.
1 341 5 16v.810 EFH 100152002 6
6 - &Incorporation of Applicable Laws. To the extent Mineral Development Operations
may be regulated by City of Dallas and Texas Railroad Commission, the parties hereby acknowledge their
intention that the provisions of Applicable Law pertaining to Mineral Development Operations and
Remedial Work, and any provisions of Mineral Owner's permits issued by governmental authorities with
jurisdiction over Mineral Development Operations (the "Applicable Permits") for work conducted on the
Drill-site Tracts and Oil and Gas Transmission Easement Area, are hereby incorporated into this Surface
Use Agreement. Operating and remedial standards established by Applicable Law or Applicable Permits, to
the extent they may provide restrictions, covenants, and standards applicable to Mineral Development
Operations beneath the Conveyed Northlake Premises or in the Oil and Gas Transmission Easement Area
more stringent than those set forth in the Surface Use Agreement shall be enforceable by the parties hereto
and Surface Owners impacted by Mineral Development Operations to the same extent as if such
restrictions, covenants, and standards were expressly set forth in this Surface Use Agreement.
7.1 %Notices. Any and all notices, demands, consents and approvals required under this --
Surface Use Agreement shall be sent by certified or registered mail, postage prepaid, return receipt
requested, or by reputable overnight delivery service (e.g. Fed Ex or Airborne) addressed to the party at the
address shown on the signature pages to this Surface Use Agreement. Such address for notices may be
changed and additional notice addresses added to reflect additional Surface Owners upon a minimum of ten
(10) days prior written notice, delivered to all parties to this Surface Use Agreement at the then effective
addresses for such parties. Any notice to the Billingsley Surface Owners shall be sufficient if sent only to
TCC No. 43. All notices shall be deemed to have been given upon receipt (or refusal of receipt) thereof.
7.2 -General. This Surface Use Agreement may only be amended in writing with the
consent ofthe Mineral Owner and the Surface Owner affected by such amendment. The consent of TCC
No. 43 shall be required for any amendment of Sections 1, 2, 3, 54 and 45 (to the extent any such
amendment would, if adopted, modify the surface use of the Conveyed Northlake Premises, save and
except the ''lGx&dedBestricted Property" described on Exhibit E hereto, the surface use of which may be
modified without the consent of TCC No. 43), or 7, 8,9 or 10, notwithstanding any term or provision hereof
to the contrary. The invalidation of any provision in this Surface Use Agreement by any court shall in no
way affect any other provision, which shall remain in full force and effect, and to this end the provisions are
declared to be severable. If any inconsistency exists or arises between the provisions contained in this
Surface Use Agreement and the exhibits attached hereto, the provisions contained in this Surface Use
Agreement shall control.
7.3 8-2-Covenants Run with the Land. Except as otherwise expressly provided in this
Surface %e Agreement, the provisions of this Surface Use Agreement are hereby declared covenants
running with the land and shall be perpetual and are fully binding on all successors, heirs, and assigns of the
Surface Owners, Mineral Owner and Luminant Generation, respectively, who acquire any right, title, or
interest (including, without limitation, any leasehold interest) in or to the Conveyed Northlake Premises,
the Mineral Estate, the Drill-site Tracts or the Oil and Gas Transmission Easement or any part thereof. Any
person who acquires any right, title, or interest in or to Conveyed Northlake Premises, the Mineral Estate,
the Drill-site Tracts or the Oil and Gas Transmission Easement or any part thereof, thereby agrees and
covenants to abide by and fully perform the provisions of this document.
7.4 WSeverability. In case any one or more of the provisions contained in this Surface Use
~~reemez 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, to the greatest
extent legally possible, effect shall be given to the intent manifested by the portion held invalid or
inoperative.
7.5 8&Chan~e in Use; Division. The rights granted pursuant to this Surface Use Agreement
shall not terminate or be in any way impaired by reason of a change of the present uses of the Conveyed
1541 5 16v.8Q EFH 100152002 7
Northlake Premises or the present improvements or fixtures thereon. If any portion of the Conveyed
Northlake Property is hereafter divided into two or more parts by separation of ownership or lease, each
portion shall enjoy the benefits and be subject to the burdens, as applicable, of the rights, easements and
restrictions created hereby.
7.6 %No Strict Construction. The rule of strict construction does not apply to the grant of
rights contained herein. These grants shall be given a reasonable construction in order that the intention of
the parties to confer a commercially useable right of enjoyment to Mineral Owner and Luminant
Generation with respect to such rights shall be effectuated. The parties acknowledge that the parties and
their counsel have reviewed and revised this Surface Use Agreement and 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 Surface Use Agreement or any exhibits or amendments hereto.
7.7 -No Waiver. The failure of either party to enforce at any time any provision of this --
Surface & Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the
validity of this Surface Use Agreement or any part hereof or the right of such party thereafter to enforce
each and every such provision. No waiver of any breach of this Surface Use Agreement shall be held to
constitute a waiver of any other or subsequent breach.
7.8 WAuthorie; Multiple Originals; No Oral Chanpe. The individuals who sign below
representand warrant that they are authorized to execute this Agreement on behalf of the named Party. This
Agreement is a contract subject to Texas Local Government Code Chapter 271, Subchapter 1. This
Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed
an original and all of which together shall constitute one and the same instrument. This Surface Use
Agreement cannot be changed orally or by course of conduct, and no executory agreement, oral agreement
or course of conduct shall be effective to waive, change, modify or discharge it in whole or in part unless the
same is in writing and is signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought.
7.9 -Remedies; Attorneys' Fees. The breach of any of the agreements, covenants,
conditions and restrictions contained herein may not only give rise to an action for damages at law, but also
may be made subject to an action for injunctive relief and or specific performance in equity in any court of
competent jurisdiction. If any party breaches this Surface Use Agreement (the breach in^ Pare"), (2) as
a result of such breach, it becomes necessary for the another party (the "Enforcinp Pare") to institute or
defend legal proceedings against the Breaching Party, and (3) the Enforcing Party employs an attorney to
enforce this Surface Use Agreement against the Breaching Party, obtain injunctive relief or collect damages
against the Breaching Party, then the Breaching Party will pay to Enforcing Party all reasonable
out-of-pocket attorneys' fees, court costs and expenses in connection with the foregoing. It is expressly
agreed that no breach of this Surface Use Agreement shall entitle any party to cancel, rescind or otherwise
terminate this Surface Use Agreement.
7.10 WTexas Law and Venue. This Agreement shall be construed and enforced according
to the laws of the State of Texas. Any suit to enforce the rights conveyed by this Agreement shall be
brought in Dallas County, Texas.
THIS SURFACE USE AGREEMENT is executed in multiple originals as of the day and year first
above written.
[SIGNATURE PAGES TO COME WHEN TITLE WORK COMPLETE]
EXHIBIT A
CONVEYED NORTH LAKE PREMISES
All of the parcels described in the following deeds:
1. Special Warranty Deed and Drainage Easement dated September 8, 2004 and recorded as Volume
20041 78 Page 4 in the Real Property Records of Dallas County, Texas
2. Special Warranty Deed dated December 29,2006 and recorded as Instrument No. 20070001 188 in
the Real Property Records of Dallas County, Texas
3. Special Warranty Deed dated December 29,2006 and recorded as Instrument No. 20070001 190 in
the Real Property Records of Dallas County, Texas, as superseded by the Correction Special
Warranty Deed dated December 29,2006 and recorded as Instrument No. 20070084853 in the Real
Property Records of Dallas County, Texas
4. Special Warranty Deed dated December 29,2006 and recorded as Instrument No. 2007000 1 189 in
the Real Property Records of Dallas County, Texas
5. Special Warranty Deed dated December 29,2006 and recorded as Instrument No. 2007000 1 191 in
the Real Property Records of Dallas County, Texas
6. Special Warranty Deed dated December 29,2006 and recorded as Instrument No. 20070001 192 in
the Real Property Records of Dallas County, Texas
7. Special Warranty Deed dated December 29,2006 and recorded as lnstrument No. 2007000 1 193 in
the Real Property Records of Dallas County, Texas
8. Special Warranty Deed dated December 29,2006 and recorded as Instrument No. 20070001 194 in
the Real Property Records of Dallas County, Texas
9. Special Warranty Deed with Easement Reservation and Restrictive Covenants dated November 2 1,
2008 and recorded as Instrument No. 20080370202 in the Real Property Records of Dallas County,
Texas
10. Special Warranty Deed with Easement Reservation and Restrictive Covenants dated November 2 1,
2008 and recorded as Instrument No. 20080370203 in the Real Property Records of Dallas County,
Texas
1 1. Special Warranty Deed with Easement Reservation and Restrictive Covenants dated November 2 1,
2008 and recorded as Instrument No. 20080370204 in the Real Property Records of Dallas County,
Texas
12. Special Warranty Deed with Restrictive Covenant dated November 21, 2008 and recorded as
lnstrument No. 20080370205 in the Real Property Records of Dallas County, Texas
13. Special Warranty Deed dated November 2 1,2008 and recorded as Instrument No. 200803702 13 in
the Real Property Records of Dallas County, Texas
Special Warranty Deed dated November 21,2008 and recorded as Instrument No. 2008037021 2 in
the Real Property Records of Dallas County, Texas
Special Warranty Deed dated November 21,2008 and recorded as Instrument No. 2008037021 1 in
the Real Property Records of Dallas County, Texas
Special Warranty Deed dated November 21,2008 and recorded as Instrument No. 20080370210 in
the Real Property Records of Dallas County, Texas
Special Warranty Deed dated November 21,2008 and recorded as Instrument No. 20080370209 in
the Real Property Records of Dallas County, Texas
Special Warranty Deed dated October 3 1,2008 and recorded as 20080320976 in the Real Property
Records of Dallas County, Texas as superseded by Correction Special Warranty Deed dated
November -, 2008 and recorded as 20080370170 in the Real Property Records of Dallas County,
Texas
Special Warranty Deed dated November 21, 2008 and recorded as 20080370207 in the Real
Property Records of Dallas County, Texas
Special Warranty Deed dated November 21, 2008 and recorded as 20080370206 in the Real
Property Records of Dallas County, Texas
Special Warranty Deed with Reserved Right of First Refusal and Restrictive Covenants dated
November 21,2008 and recorded as 20080370218 in the Real Property Records of Dallas County,
Texas
Special Warranty Deed with Reserved Right of First Refusal and Restrictive Covenants dated
October 28, 2009 and recorded as 200900305881 in the Real Property Records of Dallas County,
Texas
DRILL-SITE TRACTS
Pad Site B
BElNG a 15.96 acre tract of land situated in the Jacob G. Carlock Survey, Abstract IVumber 3 12, and in Official City
of Dallas Block number 846 1, in the City of Dallas, Dallas County, Texas, and being a part of that tract of
land described in Warranty Deed to Dallas Power & Light Company, as recorded in Volunie 44 14, Page 82,
of the Deed Records of Dallas County, Texas (D.R.D.C.T.), and being more particularly described as
follows:
COMMENCING at 112 inch found iron rod with yellow plastic cap stamped "HALFF ASSOC INC." (hereinafter
referred to as "with cap") for the northeast comer of said Dallas Power & Light Company tract in Volume 44 14,
Page 82, said point being on the west line of that tract of land described in deed to Dallas Power & Light
Company, as recorded in Volume 4404, Page 321, D.R.D.C.T.;
THENCE South 00 degrees 00 minutes 46 seconds West, passing the southeasterly right-of-way line of Belt Line
Road (a variable width right-of-way) at a distance of 132.72 feet, continuing in all a total distance of663.10
feet to a 112 inch found iron rod with cap stamped "RPLS 6013 TX" for the POlNT OF BEGlNNlNG;
THENCE South 00 degrees 00 minutes 00 seconds East, a distance of 846.81 feet to a found "X" cut for corner;
THENCE South 90 degrees 00 minutes 00 seconds West, a distance of 755.00 feet to a 112 inch found iron rod with
cap stamped "RPLS 60 13 TX" for corner;
THENCENorth 00 degrees 00 minutes 00 seconds West, a distance of 226.75 feet to a 112 inch set iron rod with cap
for corner;
THENCE South 90 degrees 00 minutes 00 seconds West, a distance of 284.70 feet to a 112 inch set iron rod with cap
for corner;
THENCE North 00 degrees 00 minutes 00 seconds West, a distance of 369.22 feet to a 112 inch set iron rod with cap
for corner:
THENCE North 72 degrees 51 minutes 50 seconds Easf a distance of 297.92 feet to a 112 inch found iron rod with
cap staniped "RPLS 6013 TX" for corner;
THENCE North 77 degrees 48 minutes 48 seconds Easf a distance of 772.40 feet to the POINT OF BEGINNING and
CONTAINING 695,398 square feet or 15.96 acres of land, more or less.
The Basis of Bearing of this Survey is NAD 83 (1993) Texas State Plane North Central Zone 4202 as
observed by GPS fioni "DALLAS CORS ARP, "COLLIN CORS ARP", "ARLINGTON CORS", "DENTON
CORS ARP". Convergence angle at "DALLAS CORS ARP" is - 03 degrees 0 1 minutes 49.9 seconds as computed by
Corpscon for Windows Version 6.0. All coordinates shown are surface and may be converted to grid by
dividing by the conversion factor of 0.99983043.
Pad Site F
BEING a tract of land situated in the Francis Jones Survey, Abstract Number 674, the Samuel T. Brown
Survey, Abstract Number 50 and the I. & G. N. N. RR Survey, Abstract Number 1624, all in the City of
Dallas, Dallas County Texas, said tract also being and in the Official City of Dallas Block Numbers 8468,
8469 and 8470 and being part of that tract of land described in Special Warranty Deed to Trammell Crow
Company No. 43, Ltd., as recorded in Volume 2005045, Page 08912 of the Official Public Records of
Dallas County, Texas (O.P.R.D.C.T.), being all of that tract of land described in Special Warranty Deed to
Trammell Crow Company No. 43, Ltd., as recorded in County Clerk's Document Number 20080370213,
O.P.R.D.C.T., also being all of that tract of land described in Special Warranty Deed to Luminant
Generation Company, LLC, as recorded in County Clerk's Document Number 20080370210,
O.P.R.D.C.T., also being all of that tract of land described in Special Warranty Deed to TXU Generation
CO., L.P., as recorded in County Clerk's Document Number 20070001 192, O.P.R.D.C.T., and being more
particularly described as follows:
BEGINNING at a 518-inch found iron rod with cap stamped "CARTER & BURGESS" for the northwest
corner of that tract of land described in Special Warranty Deed to Enserch Corporation, as recorded in
Volume 84064, Page 1370 of the Deed Records of Dallas County, Texas (D.R.D.C.T.) and an "ell" corner
of said Trammell Crow tract recorded in Volume 2005045, Page 08912, O.P.R.D.C.T.;
THENCE South 00 degrees 49 minutes 51 seconds East, along the west line of said Enserch Corporation
tract, a distance of 62.35 feet to a 518-inch found iron rod with cap stamped "CARTER & BLIRGESS" for
the southwest corner of said Enserch Corporation tract and the most southerly southeast comer of said
Trammell Crow tract, said corner also being on the north right-of-way line of Ranch Trail Road, as
described in Right-of-way Deed to County of Dallas, as recorded in Volume 2780, Page 35 1, D.R.D.C.T.
(a variable width right-of-way);
THENCE North 89 degrees 08 minutes 28 seconds West, along the south line of said Trammell Crow tract
and said north right-of-way line of Ranch Trail Road, a distance of 752.82 feet to a 112-inch set iron rod
with yellow plastic cap stamped "HALFF" (hereinafter referred to as "with cap") for corner;
THENCE North 00 degrees 03 minutes 40 seconds East, departing said south line of Trammell Crow tract
and said north right-of-way line of Ranch Trail Road, a distance of 250.00 feet to a 112-inch set iron rod
with cap for corner;
THENCE North 89 degrees 08 minutes 32 seconds West, a distance of 363.77 feet to a 112-inch set iron rod
with cap for corner at the beginning of a circular curve to the left, having a radius of 1,270.24 feet, whose
chord bears North 12 degrees 45 minutes 01 second West, a distance of 493.35 feet;
THENCE Northerly, along said curve to the left, through a central angle of 22 degrees 23 minutes 44
seconds, an arc distance of496.5 1 feet to a 112-inch set iron rod with cap for corner at the end of said curve,
said corner also being on the south line of that called 12.60 acre tract of land described as SAVE AND
EXCEPTING THEREFROM in Special Warranty Deed to Trammell Crow Company No. 43, Ltd., as
recorded in Volume 2005045, Page 08912, O.P.R.D.C.T.;
THENCE South 84 degrees 32 minutes 24 seconds East, along said south line of said called 12.60 acre tract
of land, a distance of 599.24 feet to a 3-inch found metal post for the southeast corner of said called 12.60
acre tract;
THENCE North 05 degrees 39 minutes 34 seconds East, along the east line of said called 12.60 acre tract, a
distance of 480.42 feet to a 112-inch set iron rod with cap for corner;
THENCE South 85 degrees 13 minutes 49 seconds East, departing said east line of said called 12.60 acre
tract, a distance of 648.07 feet to a 112-inch set iron rod with cap for corner on the east line of said Trammell
Crow tract;
THENCE South 00 degrees 47 minutes 05 seconds East, along said east line of said Trammel1 Crow tract, a
distance of 1,053.94 feet to a 112-inch set iron rod with cap for the northeast corner of said Enserch
Corporation tract;
THENCE North 89 degrees 13 minutes 15 seconds West, along the north line of said Enserch Corporation
tract, a distance of 79.99 feet to the POINT OF BEGINNING AND CONTAINING 24.125 acres (1,050,885
square feet) of land, more or less.
The Basis of Bearing of this Survey in NAD 83 (1993) Texas State of Plane North Central Zone 4202 as
observed by GPS from "DALLAS CORS ARP", "COLLIN CORS ARP", "ARLIIVGTOIV CORS", "DENTON
CORS ARP". Convergence angle at "DALLAS CORS ARP" is - 03 degrees 01 minute 49.9 seconds as
computed by Corpscon for Windows Version 6.0. All coordinates shown are surface and may be converted to
grid by multiplying by the conversion factor of 0.99983043.
154 1 5 16v.Bu EFH 100152002
EXHIBIT C
OIL AND GAS TRANSMISSION EASEMENT AREA
Attached
1541 5 16v.810 EFH 100152002
EXHIBIT C-1
OIL AND GAS TRANSMISSION EASEMENT AKEA
Attached
1 54 1 5 16v.810 EFH 100152002
EXHIBIT C-2
OIL AND GAS TRANSMISSION EASEMENT AREA
Attached
EXHIBIT D
LANDSCAPING PLAN
1541 5 16v.810 EFH 100151002
IN OL
joo 450 8W EXHIBIT'A' ~mrn
PARCEL A UW w
EXHIBIT E
,.ViWKESTHICTEL) PROPERTY
1 54 I 5 16v.810 EFH I00152002
EXCEPT
140.525 SO. FT.
3.13 AC.
NORTH LAKE
0 4
0 z
738.34 ACRES
6.22 ACRES
NORTH LAKE
J
W m
Lrj
217,TPII SO. FT. 114800 FT.
5.00 AC.
HACKBERRY ROAD RANCH TRAIL
\ SAM EL
SAM EL SAVEEL SAVE EL
N
MMD EXHIBIT . L' W-c=p E 7 950.61 ACRES
-
i
:
EXCEPT#.? EXCEPT#3 WU01 SO. FT. EXCEPT112
I-635 1*3s CITY OF DALLAS. DALL4S COUNTY TEXAS '
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Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-0986
File ID: Type: Status: 2013-0986 Resolution Passed
1Version: Reference: In Control: City Secretary
04/02/2013File Created:
04/23/2013Final Action: Northlake 1File Name:
Title: Consider approval of settlement and release agreement by and between
Luminant and Coppell concerning property located at Northlake; and,
authorizing the City Manager to sign.
Notes:
Agenda Date: 04/23/2013
Agenda Number: 13.
Sponsors: Enactment Date:
Resolution.pdf, Remediation Agreement.pdf, F&O
Lease.pdf
Attachments: Enactment Number: 2013-0423.2
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 PassApproved04/23/2013City Council
Presentation: City Attorney Robert Hager read the Resolution into the record and presented the
information to Council.
A motion was made by Councilmember Bob Mahalik, seconded by Mayor Pro Tem Tim Brancheau,
that this Resolution be approved. The motion passed by an unanimous vote.
Action Text:
Councilmember Tim Brancheau, Councilmember Bob Mahalik,
Councilmember Gary Roden, Mayor Pro Tem Billy Faught,
Councilmember Marvin Franklin, and Councilmember Aaron Duncan
6Aye:
Text of Legislative File 2013-0986
Title
Consider approval of settlement and release agreement by and between Luminant and Coppell
concerning property located at Northlake; and, authorizing the City Manager to sign.
Summary
Fiscal Impact:
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-0986)
Staff Recommendation:
Approval recommended.
Goal Icon:
Sustainable City Government
Business Prosperity
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 12/28/2017
TM 60130
RESOLUTION NO. ________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
COPPELL, TEXAS, APPROVING THE TERMS AND
CONDITIONS OF SETTLEMENT AND RELEASES BY AND
BETWEEN THE CITY OF COPPELL, TEXAS AND LUMINANT
GENERATION COMPANY LLC; AUTHORIZING THE CITY
MANAGER TO SIGN, WHICH IS ATTACHED HERETO AS
EXHIBIT 1 AND EXHIBIT 2, FOLLOWING REVIEW BY THE
CITY ATTORNEY; REPEALING ALL RESOLUTIONS IN
CONFLICT; PROVIDING A SEVERABILITY CLAUSE; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City has entered into settlement and releases with Luminant
Generation Company, LLC; and
WHEREAS, the City Council find it is in the best interest of the City of Coppell and its
citizens to approve said contract.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF COPPELL, TEXAS THAT:
SECTION 1. The City Council hereby approves the terms and conditions of Settlement
Agreement by and between the City of Coppell and Luminant Generation Company, LLC. and
hereby authorizes the City Manager to execute said releases, as provided in Exhibit 1 and Exhibit
2, which is attached hereto and incorporated herein by reference.
SECTION 2. The City Manager of the City of Coppell, Texas, is hereby authorized to
execute said agreement, which is attached hereto as Exhibit 1 and Exhibit 2.
SECTION 3. Any prior resolution of the City Council in conflict with the provisions
contained in this Resolution are hereby repealed and revoked.
SECTION 4. Should any part of this resolution be held to be invalid for any reason, the
remainder shall not be affected thereby, and such remaining portions are hereby declared to be
severable.
SECTION 5. This resolution shall take effect immediately from and after its passage,
and it is duly resolved.
[Signature page to follow]
TM 60130
DULY PASSED and approved by the City Council of the City of Coppell, Texas, on this
the ____ day of , 2013.
APPROVED:
Karen Selbo Hunt, Mayor
ATTEST:
Christel Pettinos, City Secretary
APPROVED AS TO FORM:
_________________________________
Robert E. Hager, City Attorney
(REH/mpm)
Exhibit 1
TM 60130
Exhibit 2
TM 60130
1
US 1801655v.2 EFH100/52002
Prepared by, and after recording, return to:
Chicago Title Insurance Company
2828 Routh Street, Suite 800
Dallas, Texas 75201
Attn: Joycelyn Armstrong
G.F. No. _____________
RELEASE OF MEMORANDUM OF ENVIRONMENTAL REMEDIATION AGREEMENT
This Release of Memorandum of Environmental Remediation Agreement is executed as of April ___, 2013,
by CBIC COPPELL LAND, LLC, a Texas limited liability company (“CBIC”), CYPRESS WATERS LAND A,
LTD. (“Cypress A”), CYPRESS WATERS LAND B, LTD. (“Cypress B”), CYPRESS WATERS LAND C,
LTD. (“Cypress C”, and, together with CBIC, Cypress A, and Cypress B, the “Billingsley Parties”), THE CITY
OF COPPELL, TEXAS (“Coppell”) and LUMINANT GENERATION COMPANY LLC, a Texas limited
liability company (“Luminant”).
RECITALS:
A. Luminant entered into the Environmental Remediation Agreement with CBIC dated as of
November 21, 2008 (the “Remediation Agreement”), with respect to certain obligations, covenants and
indemnities affecting the real property described in Exhibit A attached hereto, all located in Dallas County, Texas.
B. CBIC and Luminant executed a Memorandum of Environmental Remediation Agreement dated
November 21, 2008 (the “Memorandum”), which was recorded in the Real Property Records of Dallas County,
Texas on November 24, 2008, which recording information is more particularly described as follows: Instrument
No. 20080370214.
C. Through a series of conveyances of the property affected by the Remediation Agreement, CBIC
assigned or purported to assign all or a portion of its interests under the Remediation Agreement to Cypress A,
Cypress B, and Cypress C.
D. Cypress A purported to assign a portion of its interest in the Remediation Agreement to Coppell
pursuant to a Non-Exclusive Assignment of Environmental Remediation Agreement dated November 21, 2008.
E. Luminant, the Billingsley Parties, and Coppell are executing this Release of Memorandum of
Environmental Remediation Agreement for the purpose of terminating the Memorandum and giving third parties
notice that the Remediation Agreement has been terminated.
AGREEMENTS:
NOW, THEREFORE, Luminant, the Billingsley Parties, and Coppell hereby terminate the Memorandum as
more particularly described above.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
Signature Page
US 1801655v.2
Executed as of the date first above written.
CBIC:
CBIC COPPELL LAND, LLC, a Texas limited liability
company
By: ______________________________________________
Name: ____________________________________________
Title: _____________________________________________
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on ______________, 2013, by ___________________,
_______________ of CBIC Coppell Land, LLC, a Texas limited liability company, on behalf of said limited
liability company.
_________________________________________
Notary Public, State of Texas
CYPRESS A: CYPRESS WATERS LAND A, LTD., a Texas limited
partnership
By:___________, a ___________________, its
____________
By: ______________________________________________
Name: ____________________________________________
Title: _____________________________________________
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on ______________, 2013, by ___________________,
_______________ of _____________________________, a _______________________________, on behalf of
said _________________________.
_________________________________________
Notary Public, State of Texas
Signature Page
US 1801655v.2
CYPRESS B: CYPRESS WATERS LAND B, LTD., a Texas limited
partnership
By:___________, a ___________________, its
____________
By: ______________________________________________
Name: ____________________________________________
Title: _____________________________________________
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on ______________, 2013, by ___________________,
_______________ of _____________________________, a _______________________________, on behalf of
said _________________________.
_________________________________________
Notary Public, State of Texas
CYPRESS C: CYPRESS WATERS LAND C, LTD., a Texas limited
partnership
By:___________, a ___________________, its
____________
By: ______________________________________________
Name: ____________________________________________
Title: _____________________________________________
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on ______________, 2013, by ___________________,
_______________ of _____________________________, a _______________________________, on behalf of
said _________________________.
_________________________________________
Notary Public, State of Texas
Signature Page
US 1801655v.2
COPPELL: THE CITY OF COPPELL, TEXAS
By:
Name:
Title:
Date:
THE STATE OF TEXAS §
§
COUNTY OF DALLAS §
The foregoing instrument was acknowledged before me on _______________________, 2013, by
____________________, _______________ of the City of Coppell, a political subdivision of the State of Texas, on
behalf of the City of Coppell.
_________________________________________________
Notary Public, State of Texas
Printed Name:
My commission expires: ______________________________
LUMINANT:
LUMINANT GENERATION COMPANY LLC, a Texas
limited liability company
By: ______________________________________________
Name: ____________________________________________
Title: _____________________________________________
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on ______________, 2013, by ___________________,
_______________ of Luminant Generation Company LLC, a Texas limited liability company, on behalf of said
limited liability company.
_________________________________________
Notary Public, State of Texas
US 1801655
RE
“Affected
North Trac
5v.2
ELEASE OF
d Property” (a
ct:
MEMORAND
as defined in th
E
DUM OF ENV
he Remediatio
Exhibit A
XHIBIT A
TO
VIRONMENT
on Agreement
TAL REMED
t):
DIATION AGRREEMENT
US 18016555v.2
Exhibit A
US 1801655
North Slive
5v.2
er Tract:
Exhibit A
US 1801655
“Leased P
5v.2
Premises” (as ddefined in the
Remediation
Exhibit A
Agreement):
US 1801655
5v.2
Exhibit A
US 1801655
5v.2
Exhibit A
US 1801655
5v.2
Exhibit A
US 1801655
5v.2
Exhibit A
US 1801655
5v.2
Exhibit A
US 1801655
5v.2
Exhibit A
US 1801655
5v.2
Exhibit A
US 1801655
5v.2
Exhibit A
US 1801655
5v.2
Exhibit A
Exhibit A
US 1801655v.2
US 1801655
5v.2
Exhibit A
US 18016555v.2
Exhibit A
1
Prepared by, and after recording, return to:
Chicago Title Insurance Company
2828 Routh Street, Suite 800
Dallas, Texas 75201
Attn: Joycelyn Armstrong
G.F. No. _____________
RELEASE OF MEMORANDUM OF LEASE
This Release of Memorandum of Lease is executed as of April ___, 2013, by CBIC COPPELL LAND,
LLC, a Texas limited liability company (“CBIC”), CYPRESS WATERS LAND A, LTD., a Texas limited
partnership (“Cypress A”), CYPRESS WATERS LAND B, LTD., a Texas limited partnership (“Cypress B”),
CYPRESS WATERS LAND C, LTD., a Texas limited partnership (“Cypress C”, and, together with CBIC,
Cypress A, and Cypress B, the “Billingsley Parties”), the CITY OF COPPELL, TEXAS (“Coppell”, and,
together with the Billingsley Parties, “Landlord”) and LUMINANT GENERATION COMPANY LLC, a Texas
limited liability company (“Tenant”).
RECITALS:
A. Tenant entered into the Facilities and Operations Lease with the Billingsley Parties dated as of
November 21, 2008 (the “Lease”), for the lease of a portion of the real property described in Exhibit A attached
hereto, all located in Dallas County, Texas.
B. Cypress A, Cypress B and Cypress C assigned a portion of its interest in the Lease to Coppell
pursuant to a Non-Exclusive Assignment of Facilities and Operations Lease dated September [undated], 2011.
C. The Billingsley Parties and Tenant executed a Memorandum of Lease dated November 21, 2008
(the “Memorandum”), which was recorded in the Real Property Records of Dallas County, Texas on November 24,
2008, which recording information is more particularly described as follows: Instrument No. 20080370215.
D. Tenant and Landlord are executing this Release of Memorandum of Lease for the purpose of
terminating the Memorandum and giving third parties notice that the Lease has been terminated.
AGREEMENTS:
NOW, THEREFORE, Tenant and Landlord hereby terminate the Memorandum as more particularly
described above.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
US 1790082v.4
Signature Page
Executed as of the date first above written.
LANDLORD:
CBIC COPPELL LAND, LLC, a Texas limited liability
company
By: ______________________________________________
Name: ____________________________________________
Title: _____________________________________________
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on ______________, 2013, by ___________________,
_______________ of CBIC Coppell Land, LLC, a Texas limited liability company, on behalf of said limited
liability company.
_________________________________________
Notary Public, State of Texas
CYPRESS WATERS LAND A, LTD., a Texas limited
partnership
By:___________, a ___________________, its
____________
By: ______________________________________________
Name: ____________________________________________
Title: _____________________________________________
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on ______________, 2013, by ___________________,
_______________ of _____________________________, a _______________________________, on behalf of
said _________________________.
_________________________________________
Notary Public, State of Texas
Signature Page
CYPRESS WATERS LAND B, LTD., a Texas limited
partnership
By:___________, a ___________________, its
____________
By: ______________________________________________
Name: ____________________________________________
Title: _____________________________________________
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on ______________, 2013, by ___________________,
_______________ of _____________________________, a _______________________________, on behalf of
said _________________________.
_________________________________________
Notary Public, State of Texas
CYPRESS WATERS LAND C, LTD., a Texas limited
partnership
By:___________, a ___________________, its
____________
By: ______________________________________________
Name: ____________________________________________
Title: _____________________________________________
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on ______________, 2013, by ___________________,
_______________ of _____________________________, a _______________________________, on behalf of
said _________________________.
_________________________________________
Notary Public, State of Texas
Signature Page
THE CITY OF COPPELL, TEXAS
By:
Name:
Title:
Date:
THE STATE OF TEXAS §
§
COUNTY OF DALLAS §
The foregoing instrument was acknowledged before me on _______________________, 2013, by
____________________, _______________ of the City of Coppell, a political subdivision of the State of Texas, on
behalf of the City of Coppell.
_________________________________________________
Notary Public, State of Texas
Printed Name:
My commission expires: ______________________________
TENANT:
LUMINANT GENERATION COMPANY LLC, a Texas
limited liability company
By: ______________________________________________
Name: ____________________________________________
Title: _____________________________________________
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on ______________, 2013, by ___________________,
_______________ of Luminant Generation Company LLC, a Texas limited liability company, on behalf of said
limited liability company.
_________________________________________
Notary Public, State of Texas
Exhibit A
EXHIBIT A
TO
RELEASE OF MEMORANDUM OF LEASE
Property
[See pages immediately following]
Exhibit A
Exhibit A
Exhibit A
Exhibit A
Exhibit A
Exhibit A
Exhibit A
Exhibit A
Exhibit A
Exhibit A
Exhibit A
Exhibit A
Exhibit A
Exhibit A
Exhibit A
Exhibit A
Exhibit A
Exhibit A
Exhibit A
Exhibit A
Exhibit A
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-0988
File ID: Type: Status: 2013-0988 Resolution Passed
1Version: Reference: In Control: City Secretary
04/02/2013File Created:
04/23/2013Final Action: Northlake 2File Name:
Title: Consider approval of a land purchase agreement by and between the City of
Coppell and Luminant for the purchase of dam property, pump station and
pad site, approximately 56.049± acres of land generally located at the
eastern boundary of Northlake; and, authorizing the City Manager to sign and
execute other necessary documents.
Notes:
Agenda Date: 04/23/2013
Agenda Number: 14.
Sponsors: Enactment Date:
Resolution.pdf, Purchase and Sale Agreement.pdfAttachments: Enactment Number: 2013-0423.3
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 PassApproved04/23/2013City Council
Presentation: City Attorney Robert Hager read the Resolution into the record and presented the
information to Council.
A motion was made by Councilmember Billy Faught, seconded by Councilmember Gary Roden, that
this Resolution be approved. The motion passed by an unanimous vote.
Action Text:
Councilmember Tim Brancheau, Councilmember Bob Mahalik,
Councilmember Gary Roden, Mayor Pro Tem Billy Faught,
Councilmember Marvin Franklin, and Councilmember Aaron Duncan
6Aye:
Text of Legislative File 2013-0988
Title
Consider approval of a land purchase agreement by and between the City of Coppell and
Luminant for the purchase of dam property, pump station and pad site, approximately 56.049±
acres of land generally located at the eastern boundary of Northlake; and, authorizing the City
Manager to sign and execute other necessary documents.
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-0988)
Summary
Fiscal Impact:
Staff Recommendation:
Approval recommended.
Goal Icon:
Sustainable City Government
Business Prosperity
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 12/28/2017
TM 60132
RESOLUTION NO. ________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
COPPELL, TEXAS, APPROVING THE TERMS AND
CONDITIONS OF A LAND PURCHASE AGREEMENT FOR THE
PURCHASE OF DAM PROPERTY, PUMP STATION AND PAD
SITE, ON APPROXIMATELY 56.049 ± ACRES OF LAND
GENERALLY LOCATED AT NORTHLAKE AS PROVIDED IN
SAID AGREEMENT; AUTHORIZING THE CITY MANAGER TO
SIGN, WHICH IS ATTACHED HERETO AS EXHIBIT 1,
FOLLOWING REVIEW BY THE CITY ATTORNEY;
REPEALING ALL RESOLUTIONS IN CONFLICT; PROVIDING
A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, the City has entered into a Land Purchase Agreement; and
WHEREAS, the City Council find it is in the best interest of the City of Coppell and its
citizens to approve said contract.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF COPPELL, TEXAS THAT:
SECTION 1. The City Council hereby approves the terms and conditions of Land
Purchase and Sale Agreement, and Exhibits attached thereto, for the purchase of dam property,
pump station and pad site on approximately 56.049 ± acres of land generally located at Northlake
as provided in said agreement; and, hereby authorizes the City Manager to execute such
agreement, as provided in Exhibit 1, and all necessary documents append thereto, which is
attached hereto and incorporated herein by reference.
SECTION 2. The City Manager of the City of Coppell, Texas, is hereby authorized to
execute said agreement subject to release of any and all easements in favor of Oncor Electric
Delivery Company LLC, following review by the City Attorney.
SECTION 3. Any prior resolution of the City Council in conflict with the provisions
contained in this Resolution are hereby repealed and revoked.
SECTION 4. Should any part of this resolution be held to be invalid for any reason, the
remainder shall not be affected thereby, and such remaining portions are hereby declared to be
severable.
SECTION 5. This resolution shall take effect immediately from and after its passage,
and it is duly resolved.
[Signature page to follow]
TM 60132
DULY PASSED and approved by the City Council of the City of Coppell, Texas, on this
the ____ day of , 2013.
APPROVED:
Karen Selbo Hunt, Mayor
ATTEST:
Christel Pettinos, City Secretary
APPROVED AS TO FORM:
_________________________________
Robert E. Hager, City Attorney
(REH/mpm)
Exhibit 1
TM 60132
THIS DOCUMENT IS A DRAFT DOCUMENT FOR DISCUSSION PURPOSES ONLY AND IS NOT
INTENDED TO BE AND SHALL NOT BE DEEMED TO BE CONTRACTUALLY BINDING IN ANY WAY
ON ANY PERSON (AN “APPLICABLE PERSON”). THIS DOCUMENT DOES NOT OBLIGATE ANY
APPLICABLE PERSON TO NEGOTIATE IN GOOD FAITH OR TO PROCEED TO COMPLETION AND
EXECUTION OF A FINAL AGREEMENT. NO APPLICABLE PERSON IS BOUND BY ANY PROVISION OF
THE DOCUMENT UNTIL IT IS EXECUTED BY SUCH PERSON. NO APPLICABLE PERSON HAS OR
SHALL HAVE ANY CLAIM AGAINST ANY OTHER APPLICABLE PERSON IN CONNECTION WITH THIS
DOCUMENT OR THE NEGOTIATION THEREOF.
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002
PURCHASE AND SALE AGREEMENT
BETWEEN
LUMINANT GENERATION COMPANY LLC,
AS SELLER
AND
THE CITY OF COPPELL, TEXAS,
AS PURCHASER
DATED APRIL ___, 2013
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1505488v.18 EFH100/52002 i
TABLE OF CONTENTS
Page No.
ARTICLE 1
BASIC INFORMATION
1.1 Certain Basic Terms ........................................................................................................................................ 1
1.2 Closing Costs .................................................................................................................................................. 2
1.3 Notice Addresses: ............................................................................................................................................ 2
ARTICLE 2
PROPERTY
2.1 Property ........................................................................................................................................................... 3
2.2 Excluded Property and Reserved Rights ......................................................................................................... 4
ARTICLE 3
DUE DILIGENCE
3.1 Waiver of Inspections; Property Documents To Be Delivered ....................................................................... 4
3.2 Proprietary Documents; Confidentiality .......................................................................................................... 4
3.3 TPIA Request .................................................................................................................................................. 5
3.4 No Representation or Warranty by Seller ........................................................................................................ 5
ARTICLE 4
TITLE AND SURVEY
4.1 Title Commitment ........................................................................................................................................... 5
4.2 Survey ............................................................................................................................................................. 5
4.3 Title Review .................................................................................................................................................... 5
4.4 Title Objections ............................................................................................................................................... 5
4.5 Delivery of Title Policy ................................................................................................................................... 6
ARTICLE 5
CLOSING
5.1 Closing ............................................................................................................................................................ 6
5.2 Conditions to Parties’ Obligation to Close at Closing ..................................................................................... 6
5.3 Seller’s Deliveries in Escrow .......................................................................................................................... 7
5.4 Purchaser’s Deliveries in Escrow .................................................................................................................... 8
5.5 Seller’s and Purchaser’s Mutual Deliveries in Escrow .................................................................................... 8
5.6 Lien Releases................................................................................................................................................... 9
5.7 Closing Statements .......................................................................................................................................... 9
5.8 Purchase Price ................................................................................................................................................. 9
5.9 Possession ....................................................................................................................................................... 9
5.10 Delivery of Books and Records ....................................................................................................................... 9
ARTICLE 6
PRORATIONS, DEPOSITS, COMMISSIONS
6.1 Prorations ........................................................................................................................................................ 9
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1505488v.18 EFH100/52002 ii
6.2 Closing Costs ................................................................................................................................................ 10
6.3 Final Adjustment After Closing .................................................................................................................... 10
6.4 Commissions ................................................................................................................................................. 10
ARTICLE 7
REPRESENTATIONS AND WARRANTIES
7.1 Seller’s Representations and Warranties ....................................................................................................... 10
7.2 Purchaser’s Representations and Warranties ................................................................................................. 10
7.3 Survival of Representations and Warranties ................................................................................................. 11
ARTICLE 8
DEFAULT AND REMEDIES
8.1 Seller’s Remedies .......................................................................................................................................... 11
8.2 Purchaser’s Remedies.................................................................................................................................... 12
8.3 Attorneys’ Fees ............................................................................................................................................. 12
8.4 Other Expenses .............................................................................................................................................. 12
ARTICLE 9
DISCLAIMERS, RELEASE AND INDEMNITY
9.1 Disclaimers by Seller..................................................................................................................................... 12
9.2 Sale “As Is, Where Is” ................................................................................................................................... 13
9.3 Seller Released from Liability ....................................................................................................................... 13
9.4 “Hazardous Materials” Defined .................................................................................................................... 13
9.5 Indemnity ...................................................................................................................................................... 14
9.6 Survival ......................................................................................................................................................... 14
ARTICLE 10
MISCELLANEOUS
10.1 Parties Bound; Assignment ........................................................................................................................... 14
10.2 Headings ........................................................................................................................................................ 14
10.3 Invalidity and Waiver .................................................................................................................................... 14
10.4 Governing Law .............................................................................................................................................. 14
10.5 Survival ......................................................................................................................................................... 14
10.6 Entirety and Amendments ............................................................................................................................. 14
10.7 Time .............................................................................................................................................................. 14
10.8 Confidentiality ............................................................................................................................................... 14
10.9 Electronic Transactions ................................................................................................................................. 15
10.10 Notices ........................................................................................................................................................... 15
10.11 Construction .................................................................................................................................................. 15
10.12 Calculation of Time Periods; Business Day .................................................................................................. 15
10.13 Execution in Counterparts ............................................................................................................................. 15
10.14 No Recordation ............................................................................................................................................. 15
10.15 Further Assurances ........................................................................................................................................ 16
10.16 Discharge of Obligations ............................................................................................................................... 16
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1505488v.18 EFH100/52002 iii
10.17 No Third-Party Beneficiary ........................................................................................................................... 16
10.18 Reporting Person ........................................................................................................................................... 16
10.19 Dispute Resolution ........................................................................................................................................ 16
10.20 Venue ............................................................................................................................................................ 16
10.21 Special Provisions Concerning the Purchaser ............................................................................................... 16
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1505488v.18 EFH100/52002 iv
LIST OF DEFINED TERMS
Page No.
Acceptance Period ................................................................................................................................................... E-11
Access Easement ....................................................................................................................................................... E-8
Adjacent Property ...................................................................................................................................................... E-9
Affected Property .................................................................................................................................................... E-11
Agreement ..................................................................................................................................................................... 1
Assignee ................................................................................................................................................................... A-1
Assignment .................................................................................................................................................................... 3
Assignor .................................................................................................................................................................... A-1
Bill of Sale ................................................................................................................................................................ A-1
Billingsley Parties .......................................................................................................................................................... 7
Billingsley Settlement Documents................................................................................................................................. 7
Business Day ............................................................................................................................................................... 15
Cap ............................................................................................................................................................................... 12
CERCLA ..................................................................................................................................................................... 14
Certificate of Adjudication ............................................................................................................................................ 3
Certified Resolution of the City Council ....................................................................................................................... 9
Closing ........................................................................................................................................................................... 6
Closing Condition .......................................................................................................................................................... 7
Closing Date .................................................................................................................................................................. 1
Conditional Deliveries ................................................................................................................................................... 7
Dallas Water Contract ................................................................................................................................................... 3
Dam Facilities ............................................................................................................................................................ E-8
Dam Property ................................................................................................................................................................. 3
Deed ............................................................................................................................................................................... 8
Dispute Resolution Period ........................................................................................................................................... 16
Earnest Money ............................................................................................................................................................... 1
Easement Area ........................................................................................................................................................... E-8
Easement Survey ....................................................................................................................................................... E-9
Effective Date ................................................................................................................................................................ 1
Escrow Agent ................................................................................................................................................................ 1
Excluded Property ......................................................................................................................................................... 4
Existing Water Delivery Easements .......................................................................................................................... E-8
Financing Liens ............................................................................................................................................................. 6
Grantee ...................................................................................................................................................................... E-8
Grantee Party ............................................................................................................................................................. E-9
Grantor ....................................................................................................................................................................... E-8
Hazardous Materials .................................................................................................................................................... 14
Improvements ................................................................................................................................................................ 3
Intangible Personal Property .......................................................................................................................................... 3
Land ............................................................................................................................................................................... 3
Lien Releases ................................................................................................................................................................. 9
Loss ........................................................................................................................................................................... E-9
North Lake Property ...................................................................................................................................................... 7
OFAC .......................................................................................................................................................................... 11
Oncor ................................................................................................................................................................... 3, E-12
Oncor Release ................................................................................................................................................................ 7
Oncor Rights .................................................................................................................................................................. 6
Pad Site Property ........................................................................................................................................................... 3
Permitted Exceptions ..................................................................................................................................................... 6
Permitted Outside Parties .............................................................................................................................................. 4
Permitted Use ............................................................................................................................................................ E-9
Personalty ................................................................................................................................................................. A-1
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1505488v.18 EFH100/52002 v
Plant Property ............................................................................................................................................................ E-8
Plant Site Water Delivery Easement .......................................................................................................................... E-8
Property ......................................................................................................................................................................... 3
Property Contracts ......................................................................................................................................................... 3
Property Documents ...................................................................................................................................................... 4
Pump Station Property ................................................................................................................................................... 3
Purchase Agreement ................................................................................................................................................. A-1
Purchase Offer ......................................................................................................................................................... E-13
Purchase Price ............................................................................................................................................................... 1
Purchaser ....................................................................................................................................................................... 1
Purchaser’s City Manager.............................................................................................................................................. 2
Real Property ................................................................................................................................................................. 3
Related Parties and Successors ................................................................................................................................ E-13
Related Party ........................................................................................................................................................... E-13
Release of Memoranda .................................................................................................................................................. 7
ROFR Contract ........................................................................................................................................................ E-12
ROFR Property ........................................................................................................................................................ E-11
Sale Agreement ....................................................................................................................................................... E-10
Sale Period ............................................................................................................................................................... E-11
Seller .............................................................................................................................................................................. 1
Seller’s Representative ................................................................................................................................................ 11
Settlement Agreement ................................................................................................................................................... 9
Severed Interests ...................................................................................................................................................... E-11
Surface Operations .................................................................................................................................................. E-11
Surface Use Agreement ....................................................................................................................................... 7, E-12
Survey ........................................................................................................................................................................ 2, 5
Surveyor ........................................................................................................................................................................ 5
Survival Period ............................................................................................................................................................ 11
Tangible Personal Property ............................................................................................................................................ 3
Taxes ............................................................................................................................................................................. 9
Texas AG ....................................................................................................................................................................... 5
Third-Party .............................................................................................................................................................. E-13
Title Commitment.......................................................................................................................................................... 5
Title Company ............................................................................................................................................................... 1
Title Policy .................................................................................................................................................................... 6
to Seller’s knowledge .................................................................................................................................................. 11
to the best of Seller’s knowledge ................................................................................................................................. 11
TPIA .............................................................................................................................................................................. 5
Transfer Notice ........................................................................................................................................................ E-11
Transferee .................................................................................................................................................................. F-1
Transferor .................................................................................................................................................................. F-1
Water Delivery Pipeline ................................................................................................................................................ 4
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1505488v.18 EFH100/52002 vi
LIST OF EXHIBITS
Exhibit A - Bill of Sale, Assignment and Assumption
Exhibit B - Oncor Easement
Exhibit C - North Lake Property
Exhibit DD - Special Warranty Deed and Right of First Refusal Agreement
Exhibit EE - FIRPTA Certificate
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 1
PURCHASE AND SALE AGREEMENT
North Lake, Dallas, Texas
This Purchase and Sale Agreement (this “Agreement”) is made and entered into by and between Purchaser
and Seller.
RECITALS
A. Defined terms are indicated by initial capital letters. Defined terms shall have the meaning set
forth herein, whether or not such terms are used before or after the definitions are set forth.
B. Purchaser desires to purchase the Property and Seller desires to sell the Property, all upon the
terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual terms, provisions, covenants and agreements set forth
herein, as well as the sums to be paid by Purchaser to Seller, and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, Purchaser and Seller agree as follows:
ARTICLE 1
BASIC INFORMATION
1.1 Certain Basic Terms. The following defined terms shall have the meanings set forth below:
1.1.1 Seller: LUMINANT GENERATION COMPANY LLC, a Texas
limited liability company
1.1.2 Purchaser: THE CITY OF COPPELL, TEXAS, a political subdivision of
the State of Texas
1.1.3 Purchase Price: $1,000,000.00
1.1.4 Earnest Money: None.
1.1.5 Title Company: Chicago Title Insurance Company
2828 Routh, Suite 800
Dallas, Texas 75201
Attention: Joycelyn Armstrong
Telephone: 214.965.1668
E-mail: armstrongjo@ctt.com
1.1.6 Escrow Agent: Chicago Title Insurance Company
2828 Routh, Suite 800
Dallas, Texas 75201
Attention: Joycelyn Armstrong
Telephone: 214.965.1668
E-mail: armstrongjo@ctt.com
1.1.7 Effective Date: Closing Date (defined below).
1.1.8 Closing Date: April ___, 2013.
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1505488v.18 EFH100/52002 2
1.1.9 Purchaser’s City
Manager:
Purchaser’s City Manager or principal officer or, if designated by
Purchaser’s City Council or other governing body from time to
time, another officer of Purchaser with general management
responsibilities, it being expressly agreed and understood that
there shall always be a Purchaser’s City Manager and that, in the
absence of such designation or the inability of any officer
designated by the Purchaser to act, Purchaser’s City Manager for
purposes of this Agreement shall be the city manager or principal
officer of Purchaser.
1.2 Closing Costs. Closing costs shall be allocated and paid as follows:
COST RESPONSIBLE PARTY
Title Commitment delivered pursuant to Section 4.1 Seller
Premium for standard form title policy delivered pursuant to Section 4.5 (the “Title
Policy”)
Seller
Premium for any upgrade of the Title Policy for extended or additional coverage and
any endorsements to the Title Policy desired by Purchaser, any inspection fee charged
by the Title Company, tax certificates, municipal and utility lien certificates, and any
other Title Company charges
Purchaser
Costs of the survey delivered pursuant to Section 4.2 (the “Survey”) Seller
Cost of and/or any revisions, modifications or recertifications to any Survey Purchaser
Costs for UCC Searches Purchaser
Recording Fee Purchaser
Any escrow fee charged by Escrow Agent for conducting the Closing Purchaser ½
Seller ½
All other closing costs, expenses, charges and fees Purchaser
1.3 Notice Addresses:
Purchaser: The City of Coppell, Texas
255 Parkway Blvd.
Coppell, TX 75019-9478
Attention: City Manager
Telephone: 972.304.3618
E-mail: cmo@coppelltx.gov
Copy to: Nichols, Jackson, Dillard, Hager & Smith,
LLP
1800 Lincoln Plaza
500 N. Akard St.
Dallas, TX 75201
Attention: Robert E. Hager
Telephone: 214.965.9900
E-mail: rhager@njdhs.com
Seller: Luminant Generation Company LLC
1601 Bryan Street, EP 22-110C
Dallas, TX 75201
Attention: Patrick J. McInroe
Director – Real Estate Development
Telephone: 214.875.8686
E-mail: patrick.mcinroe@luminant.com
Copy to: Luminant Generation Company LLC
1601 Bryan Street, 22nd Floor
Dallas, TX 75201
Attention: Stephanie Moore,
General Counsel
Telephone: 214.875.8183
E-mail: stephanie.moore@luminant.com
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 3
and to: Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite 3700
Dallas, TX 75201
Attention: Paul Martin
Telephone: 214.220.7875
E-mail: pmartin@velaw.com
ARTICLE 2
PROPERTY
2.1 Property. Subject to the terms and conditions of this Agreement, Seller agrees to sell to
Purchaser, and Purchaser agrees to purchase from Seller, the following property (collectively, the “Property”):
2.1.1 Real Property. The land described in Exhibit A-1 to the Deed (defined below) (the
“Dam Property”); Exhibit A-2 to the Deed (the “Pump Station Property”) and Exhibit A-3 to the Deed (the “Pad
Site Property”) (the Dam Property, the Pad Site Property and the Pump Station Property, collectively the “Land”),
together with, without warranty, all right, title and interest of Seller, if any, in and to (a) all improvements and
fixtures located on the Land, but expressly excluding improvements, fixtures and structures owned by any tenant or
other third party (including, without limitation, Oncor Electric Delivery Company LLC (“Oncor”) (the
“Improvements”), (b) the rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances
thereon or in anywise appertaining thereto (expressly excluding, however, that certain Untreated Water Purchase
Contract dated May 27, 1998 between the City of Dallas and Seller’s predecessor (the “Dallas Water Contract”),
and (c) all strips and gores and any land lying in the bed of any street, road or alley, open or proposed, adjoining the
Land (collectively, the “Real Property”).
2.1.2 Tangible Personal Property. All of Seller’s right, title and interest, without warranty, in
the equipment, machinery and other tangible personal property, if any, owned by Seller and now or hereafter located
in and used in connection with the operation or ownership of the Real Property but specifically excluding any items
of personal property owned by third parties (including Oncor) (collectively, the “Tangible Personal Property”).
2.1.3 Intangible Personal Property. All of Seller’s right, title and interest, if any, without
warranty, in all intangible personal property related to the Real Property, including, without limitation, if any: the
plans and specifications and other architectural and engineering drawings for the Improvements (to the extent
assignable without cost to Seller); contract rights related to the operation, ownership or management of the Real
Property, including maintenance, service, construction, supply and equipment rental contracts and leases or license
agreements covering the Real Property (collectively, the “Property Contracts”) (but only to the extent assignable
without cost to Seller and Seller’s obligations thereunder are expressly assumed by Purchaser pursuant to a Bill of
Sale, Assignment and Assumption, in the form of Exhibit A hereto (the “Assignment”); warranties (to the extent
assignable without cost to Seller); governmental permits, approvals and licenses (to the extent assignable without
cost to Seller), including that certain Certificate of Adjudication 08-2365 with a priority date of September 24, 1956
concerning the dam and reservoir known as North Lake (the “Certificate of Adjudication”) but excluding the
Dallas Water Contract (all of the items described in this Section 2.1.3 are collectively referred to as the “Intangible
Personal Property”). Tangible Personal Property and Intangible Personal Property shall not include (a) any
appraisals or other economic evaluations of, or projections with respect to, all or any portion of the Real Property,
including, without limitation, budgets prepared by or on behalf of Seller or any affiliate of Seller, (b) any
documents, materials or information which are subject to attorney/client, work product or similar privilege, which
constitute attorney communications with respect to the Property and/or Seller, or which are subject to a
confidentiality agreement, and (c) any trade name, mark or other identifying material that includes the name
“Luminant” or the name “Energy Future Holding” or any derivative thereof.
2.1.4 Water Delivery Pipeline and Water Delivery Easements.
(a) Without warranty, all of Seller’s right, title and interest, if any, in and to the
existing water delivery pipeline and related improvements and fixtures running between the water intake
structure on the Trinity River located on the Pump Station Property and the water outtake structure located
on the Dam Property (the “Water Delivery Pipeline”);
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1505488v.18 EFH100/52002 4
(b) Without warranty, all of Seller’s right, title and interest, if any, in and to any
Existing Water Delivery Easements described in the Deed; and
(c) The Plant Site Water Delivery Easement described in the Deed.
2.1.5 Access Easement. The Access Easement described in the Deed.
2.2 Excluded Property and Reserved Rights. The following shall be reserved from the
conveyances hereunder for Seller and Seller’s successors and assigns forever (the “Excluded Property”): all of the
oil, gas and other minerals in, on, under and that may be produced from the Land including the right to pool or
unitize the Land or portions thereof with other lands for the purpose of exploration, production and development of
oil, gas and other minerals.
ARTICLE 3
DUE DILIGENCE
3.1 Waiver of Inspections; Property Documents To Be Delivered. Purchaser agrees and
acknowledges that it has previously been provided access to the Property and the opportunity to make all inspections
and evaluations of the Property necessary for Purchaser to evaluate the Property and hereby waives any right to
conduct any inspections on the Property prior to Closing. Seller shall has delivered, or caused to be delivered, to
Purchaser the following (the “Property Documents”):
3.1.1 Environmental Reports. A copy of the most recent environmental reports or site
assessments related to the Property prepared for the benefit of Seller;
3.1.2 Service Contracts. A list of any service contracts pertaining to the Property to be
assumed by Purchaser at Closing;
3.1.3 Lease and License Agreements. A list of any lease agreements and license agreements
pertaining to the Property to be assumed by Purchaser at Closing.
3.1.4 As-Built Plans for Dams. A copy of the as-built plans for the dams located on the Dam
Property and the adjoining spillway.
3.1.5 Inspection Report. A copy of the most recent inspection report for the Dams prepared
for the benefit of Seller;
Seller’s obligations to deliver the items listed in this Section 3.1 and in Section 5.10 shall be
limited to the extent such items are in the possession of Patrick McInroe or Kyle Ray and to the extent Seller is
legally or contractually permitted to provide such items.
3.2 Proprietary Documents; Confidentiality. Purchaser acknowledges that the Property Documents
are proprietary and confidential and have been and will be delivered or made available to Purchaser solely to assist
Purchaser in determining the feasibility of purchasing the Property. Purchaser shall not use the Property Documents
for any purpose other than as set forth in the preceding sentence. Purchaser shall not disclose the contents to any
person other than to those persons who are responsible for determining the feasibility of Purchaser’s acquisition of
the Property and who have agreed in writing to preserve the confidentiality of such information as required hereby
(collectively, “Permitted Outside Parties”) or as permitted by Section 3.3. At any time and from time to time,
within two Business Days after Seller’s request, Purchaser shall deliver to Seller a list of all parties to whom
Purchaser has provided any Property Documents, any information taken from the Property Documents. Purchaser
shall not divulge the contents of the Property Documents and other information except in strict accordance with the
confidentiality standards set forth in this Section 3.2. In permitting Purchaser to review the Property Documents or
any other information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no
third-party benefits or relationships of any kind, either express or implied, have been offered, intended or created.
Purchaser’s obligations under this Section 3.2 shall survive the termination of this Agreement.
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1505488v.18 EFH100/52002 5
3.3 TPIA Request. Should Purchaser receive a request for disclosure of the Property Documents in
accordance with the Texas Public Information Act (“TPIA”), Purchaser: (a) shall promptly notify Seller of the
request; (b) shall consult with and reasonably cooperate with Seller regarding the response to the request; (c) shall
timely ask for a decision from the Texas Attorney General (the “Texas AG”) as to whether the Property Documents
are within an exception from the disclosure requirements of the TPIA, including but not limited to sections 552.101,
552.105 and 552.110 of the TPIA, and shall submit written comments to the Texas AG stating the reasons why the
exceptions stated in such comments apply to the Property Documents; and (d) will not release any Property
Documents while the decision of the Texas AG is pending. If, in response to a request for decision under this
Section, the Texas AG determines that all or a portion of the Property Documents must be disclosed, Purchaser shall
promptly provide notice of the decision to Seller, and without the consent of Seller, may not disclose that
information before the 10th day after the date of receipt of the decision. If, within that period, Seller files a petition
in a Travis County, Texas district court or, if permitted by applicable law, in a Dallas County, Texas district court,
seeking a declaratory judgment, a writ of mandamus, or other relief from compliance with the decision of the Texas
AG, Purchaser will not disclose the information pending final judgment in the suit unless ordered to do so by the
court.
3.4 No Representation or Warranty by Seller. Purchaser acknowledges that, except as expressly
set forth in this Agreement, Seller has not made and does not make any warranty or representation regarding the
Property’s physical, environmental or economic condition, compliance or lack of compliance with any ordinance,
order, permit or regulation or any other attribute or matter relating thereto or the truth, accuracy or completeness of
the Property Documents or the source(s) thereof. Purchaser further acknowledges that some if not all of the
Property Documents were prepared by third parties other than Seller. Seller expressly disclaims any and all liability
for representations or warranties, express or implied, statements of fact and other matters contained in such
information, or for omissions from the Property Documents, or in any other written or oral communications
transmitted or made available to Purchaser. Purchaser shall rely solely upon its own investigation with respect to the
Property, including, without limitation, the Property’s physical, environmental or economic condition, compliance
or lack of compliance with any ordinance, order, permit or regulation or any other attribute or matter relating
thereto. Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of the
Property Documents and is providing the Property Documents solely as an accommodation to Purchaser.
ARTICLE 4
TITLE AND SURVEY
4.1 Title Commitment. Seller has caused the following to be prepared and delivered to Purchaser: a
current commitment for title insurance or preliminary title report covering the Real Property, the Plant Site Water
Delivery Easement and the Access Easement issued by the Title Company, in the amount of the Purchase Price on a
Texas T-7 Form commitment, with Purchaser as the proposed insured (the “Title Commitment”), and copies of all
documents of record referred to in the Title Commitment as exceptions to title to the Property.
4.2 Survey. Seller has obtained from Frontier Surveying Company (the “Surveyor”) and delivered to
Purchaser a new boundary survey (“Survey”) to determine the boundaries of the Land and the Access Easement and
has provided Purchaser, at Purchaser’s sole cost and expense, the opportunity revise, modify or recertify the Survey
as necessary in order for the Title Company to delete the survey exception from the Title Policy or otherwise satisfy
Purchaser’s objectives.
4.3 Title Review. Purchaser has had the opportunity to review title to the Property. Purchaser agrees
and acknowledges that it has accepted title to the Property at the Closing.
4.4 Title Objections. Purchaser agrees and acknowledges that Seller has not cured any exceptions or
encumbrances to title; provided, however that the release of financing liens of an ascertainable amount created by
Seller or financing statements concerning the Property (“Financing Liens”) is a Closing Condition pursuant to
Section 5.6 entitled “Lien Releases”. Purchaser agrees and acknowledges that the Property is being delivered subject
to the following (the “Permitted Exceptions): the specific exceptions (including exceptions that are a part of the
promulgated title insurance form) in the Title Commitment that the Title Company has not agreed to remove from
the Title Commitment prior to Closing (provided that the Title Company shall not remove exceptions from a title
commitment without Seller’s prior written consent); matters created by, through or under Purchaser; items shown on
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the Survey which have not been removed as of Closing; real estate taxes not yet due and payable; rights of third
parties under Property Contracts; and easements to Oncor in the form attached as Exhibit B hereto; easement
expansion rights in that certain Special Warranty Deed executed by TXU Electric Company, acknowledged on
December 14, 2001, recorded in Volume 05071, Page 05561 Deed Records, Collin County, Texas or any
encumbrance, conveyance or other item created by the exercise by Oncor of any of Oncor’s rights or voluntarily
created by Seller in lieu or in satisfaction of, or to obtain release of Oncor’s rights (including Seller’s approval of
such rights) (the “Oncor Rights”). Purchaser expressly agrees and acknowledges that the Oncor Rights are prior
and superior to Purchaser’s rights under this Agreement and that Seller is providing no assurance to Purchaser that
the Oncor Rights will be released at or prior to the Closing. Except as expressly provided in Section 5.2.3(a),
Purchaser shall have no right to object to, request revision of or otherwise seek modification, amendment or
alteration of, any Permitted Exception other than to request Oncor to release the Oncor Rights as to the Real
Property.
4.5 Delivery of Title Policy. In the event that the Title Company does not issue at the Closing, or
unconditionally commit at the Closing to issue, to Purchaser, an owner’s title policy in accordance with the Title
Commitment, insuring Purchaser’s fee simple title to the Property in the amount of the Purchase Price, subject only
to the standard exceptions and exclusions from coverage contained in such policy and the Permitted Exceptions (the
“Title Policy”), Purchaser shall have the right, as its sole and exclusive remedy, to terminate this Agreement and the
parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination
of this Agreement and neither party shall be deemed to be in default hereunder.
ARTICLE 5
CLOSING
5.1 Closing. The consummation of transaction contemplated herein (“Closing”) shall occur on the
Closing Date at the offices of Escrow Agent (or such other location as may be mutually agreed upon by Seller and
Purchaser). Funds shall be deposited into and held by Escrow Agent in a closing escrow account with a bank
satisfactory to Purchaser and Seller. Upon satisfaction or completion of all closing conditions and deliveries, the
parties shall direct Escrow Agent to immediately record and deliver the closing documents to the appropriate parties
and make disbursements according to the closing statements executed by Seller and Purchaser.
5.2 Conditions to Parties’ Obligation to Close at Closing.
5.2.1 Seller’s and Purchaser’s Conditions. In addition to all other conditions set forth herein,
the obligation of Seller, on the one hand, and Purchaser, on the other hand, to consummate the transactions
contemplated hereunder at Closing are conditioned upon the following:
(a) Representations and Warranties. The other party’s representations and
warranties contained herein shall be true and correct in all material respects as of the Closing Date;
(b) Deliveries. As of the Closing Date the other party shall have tendered all
deliveries required to be made at Closing; and
(c) Actions, Suits, etc. There shall exist no pending or threatened actions, suits,
arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency,
bankruptcy, reorganization or other proceedings, against the other party that would materially and
adversely affect that party’s ability to perform its obligations under this Agreement at Closing.
5.2.2 Seller’s Additional Conditions. In addition to all other Closing Conditions set forth
herein, the obligation of Seller to consummate the transactions contemplated hereunder at the Closing is conditioned
upon the execution and acknowledgement by affiliates of Lucy Billingsley and Henry Billingsley and all parties
claiming any interest in the North Lake Property by, through and under Lucy Billingsley and Henry Billingsley
(including Coppell Independent School District) (collectively, the “Billingsley Parties”) and delivery to Seller (with
a copy or original to Escrow Agent), on terms satisfactory to Seller in its sole and absolute discretion, of the
following documents (which may be contingent on Closing) (collectively, the “Billingsley Settlement Documents”)
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(a) a full and final settlement of all claims, controversies, causes of action associated with the property described on
0 hereto (the “North Lake Property”), (b) a surface use agreement permitting Seller to develop its mineral interest
underlying the North Lake Property on terms satisfactory to Seller in its sole and absolute discretion (the “Surface
Use Agreement”) and (c) a release and discharge of that certain Facilities and Operations Lease dated November
21, 2008 between CBIC Coppell Land, LLC, Cypress Waters Land A, Ltd., Cypress Waters Land B, Ltd., and
Cypress Waters Land C, Ltd., jointly and severally as landlord, and Seller, as tenant and that certain Environmental
Remediation Agreement dated November 21, 2008 by and between CBIC Coppell Land, LLC and Seller and
execution and acknowledgement of releases of that certain Memorandum of Lease dated November 21, 2008, by
and between CBIC Coppell Land, LLC, Cypress Waters Land A, Ltd., Cypress Waters Land B, Ltd., and Cypress
Waters Land C, Ltd., jointly and severally as landlord, and Seller, as tenant, recorded as Instrument No.
20080370215 in the Real Property Records of Dallas County, Texas and that certain Memorandum of
Environmental Remediation Agreement dated November 21, 2008 by and between CBIC Coppell Land, LLC and
Seller, recorded as Instrument No. 20080370214 in the Real Property Records of Dallas County, Texas (the
“Release of Memoranda”).
5.2.3 Purchaser’s Additional Condition. In addition to all other Closing Conditions set forth
herein, the obligation of Purchaser to consummate the transactions contemplated hereunder at the Closing is
conditioned upon (a) the execution and acknowledgement by Oncor, on terms reasonably satisfactory to Purchaser,
of a release (which may be contingent upon Closing) of the Oncor Rights encumbering the Real Property (the
“Oncor Release”) and delivery of the Oncor Release to the Escrow Agent or the prior recordation of the Oncor
Release in the Real Property Records of Dallas County, Texas (with a copy to the Escrow Agent) and (b) the
execution and acknowledgement by the Billingsley Parties and delivery to Purchaser, on terms satisfactory to
Purchaser in its sole and absolute discretion of a full and final settlement of all claims, controversies, causes of
action associated with the North Lake Property.
5.2.4 Non-Satisfaction of Conditions. So long as a party is not in default hereunder, if any
condition to such party’s obligation to proceed with Closing hereunder (a “Closing Condition”) has not been
satisfied as of the Closing Date (or such earlier date as is provided herein), such party may, as its sole remedies and
recourses (except as provided in the last sentence of this Section 5.2.4 if the other party is in default), either
(a) terminate this Agreement by delivering written notice to the other party on the Closing Date or (b) elect to close
notwithstanding the non-satisfaction of such Closing Condition, in which event such party shall be deemed to have
waived such Closing Condition. In the event such party elects to close, notwithstanding the non-satisfaction of such
Closing Condition, such party shall be deemed to have waived such Closing Condition, and there shall be no
liability on the part of any other party hereto for breaches of representations and warranties of which the party
electing to close had knowledge at the Closing. Notwithstanding any provision of this Section 5.2.4 to the contrary,
(the Closing Condition set forth in Section 5.2.1(b) entitled “Deliveries” (expressly excluding, however, the
deliveries pursuant to Section 5.2.2, 5.2.3 and 5.6 (the “Conditional Deliveries”) or execution or delivery of
documents by a person other Seller or Purchaser) is not satisfied, or if a party is otherwise in default hereunder at or
prior to Closing, the provisions of Article 8 of this Agreement (including the applicable notice and cure periods set
forth therein) shall govern the rights and remedies of the parties hereunder with respect to such default. For the
avoidance of doubt, no party shall be in default under this Agreement if the Conditional Deliveries (or any of them)
are not made and the provisions of Article 8 shall not govern in any such event.
5.3 Seller’s Deliveries in Escrow. As of or prior to the Closing Date, Seller shall deliver in escrow to
Escrow Agent the following:
5.3.1 Deed. A Special Warranty Deed and Right of First Refusal Agreement in the form of
Exhibit D hereto (“Deed”) executed and acknowledged by Seller;
5.3.2 Bill of Sale, Assignment and Assumption. The Assignment executed and
acknowledged by Seller, vesting in Purchaser, without warranty, Seller’s right, title and interest in and to the
property described therein free of any claims, except for the Permitted Exceptions (as defined in the Deed) to the
extent applicable;
5.3.3 Oncor Easement. If not earlier executed, acknowledged and recorded by Seller, the
Oncor Easement.
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1505488v.18 EFH100/52002 8
5.3.4 Conveyancing or Transfer Tax Forms or Returns. Such conveyancing or transfer tax
forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law in
connection with the conveyance of the Property;
5.3.5 FIRPTA. A Foreign Investment in Real Property Tax Act affidavit in the form of
Exhibit E hereto executed by Seller;
5.3.6 Authority. Evidence of the existence, organization and authority of Seller and of the
authority of the persons executing documents on behalf of Seller reasonably satisfactory to the underwriter for the
Title Policy;
5.3.7 Additional Documents. Any additional documents that Escrow Agent or the Title
Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement
(provided, however, no such additional document shall expand any obligation, covenant, representation or warranty
of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this
Agreement beyond those expressly set forth in this Agreement).
5.4 Purchaser’s Deliveries in Escrow. As of or prior to the Closing Date, Purchaser shall deliver in
escrow to Escrow Agent the following:
5.4.1 Deed. The Deed, executed and acknowledged by Purchaser.
5.4.2 Bill of Sale, Assignment and Assumption. The Assignment, executed and
acknowledged by Purchaser;
5.4.3 Release of Memoranda. Release of Memoranda executed and acknowledged by
Purchaser and the other parties thereto.
5.4.4 Conveyancing or Transfer Tax Forms or Returns. Such conveyancing or transfer tax
forms or returns, if any, as are required to be delivered or signed by Purchaser by applicable state and local law in
connection with the conveyance of the Real Property;
5.4.5 Authority. Evidence of the existence, organization and authority of Purchaser and of the
authority of the persons executing documents on behalf of Purchaser reasonably satisfactory to the underwriter for
the Title Policy and certification by the Purchaser’s City Manager that no portion of the Purchase Price is being paid
from the proceeds of bonds issued by Purchaser; and
5.4.6 Certified Resolution. A resolution, accompanied by a secretary’s certificate in form
reasonably acceptable to Seller (the “Certified Resolution of the City Council”) approving the execution and
delivery of the Agreement (and all exhibits hereto) and all other documents to be delivered by Purchaser pursuant to
this Article 5, including, without limitation, the Settlement Agreement and the Surface Use Agreement) has been
approved by its City Council.
5.4.7 Additional Documents. Any additional documents that Seller, Escrow Agent or the
Title Company may reasonably require for the proper consummation of the transaction contemplated by this
Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation
or warranty of Purchaser or result in any new or additional obligation, covenant, representation or warranty of
Purchaser under this Agreement beyond those expressly set forth in this Agreement).
5.5 Seller’s and Purchaser’s Mutual Deliveries in Escrow. Seller and Purchaser shall execute and
deliver in escrow to the Escrow Agent the following:
5.5.1 Settlement Agreement. Settlement Agreement between Purchaser and Seller releasing
all claims, controversies and causes of action associated with the North Lake Property in form satisfactory to
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1505488v.18 EFH100/52002 9
Purchaser and Seller in their sole and absolute discretion (the “Settlement Agreement”), executed and
acknowledged by Seller and Purchaser.
5.5.2 Surface Use Agreement. A Surface Use Agreement in form satisfactory to Purchaser,
Seller and the other owners the North Lake Properties in their sole and absolute discretion, executed and
acknowledged by Seller, Purchaser and the other parties thereto.
5.6 Lien Releases. As of or prior to the Closing Date, Seller shall use reasonable efforts to obtain
and, at Seller’s election, either file in the Real Property Records of Dallas County, Texas (with a copy to the Escrow
Agent) or deliver to the Escrow Agent, releases (which may be contingent upon Closing, with Seller having the right
to apply the purchase price or a portion thereof for the purpose of obtaining such releases) of all Financing Liens
encumbering the Property (“Lien Releases”). The deliveries pursuant to this Section 5.6 are Conditional Deliveries
and shall be a Closing Condition of Seller and Purchaser.
5.7 Closing Statements. As of or prior to the Closing Date, Seller and Purchaser shall deposit with
Escrow Agent executed closing statements consistent with this Agreement in the form required by Escrow Agent.
5.8 Purchase Price. At or before Noon local time on the Closing Date, Purchaser shall deliver to
Escrow Agent the Purchase Price plus or minus applicable prorations, in immediate, same-day U.S. federal funds
wired for credit into Escrow Agent’s escrow account. All funds to be delivered at Closing must be delivered in a
manner to permit Escrow Agent to deliver good funds to Seller or its designee on the Closing Date (and, if requested
by Seller, by wire transfer); in the event that Escrow Agent is unable to deliver good funds to Seller or its designee
on the Closing Date, then the closing statements and related prorations will be revised as necessary.
5.9 Possession. At Closing, Seller shall deliver possession of the Property to Purchaser.
5.10 Delivery of Books and Records. After Closing, Seller shall deliver to the offices of Purchaser to
the extent in Seller’s possession: maintenance records and warranties; plans and specifications; leases, licenses,
permits and certificates of occupancy; copies or originals of all books and records of account, contracts, and copies
of correspondence with tenants and suppliers; and keys. Seller’s obligation pursuant to this Section 5.10 shall
survive Closing.
ARTICLE 6
PRORATIONS, DEPOSITS, COMMISSIONS
6.1 Prorations. At Closing, the following items shall be prorated as of the Closing Date with all
items of income and expense for the Property being borne by Purchaser from and after (and including) the Closing
Date: accrued operating expenses; real and personal ad valorem taxes (“Taxes”); and any assessments by private
covenant for the then-current calendar year of Closing. Specifically, the following shall apply to such prorations:
6.1.1 Taxes. If Taxes for the year of the Closing are not known or cannot be reasonably
estimated, Taxes shall be prorated based on Taxes for the year prior to Closing. Any additional Taxes relating to the
year of Closing or prior years arising out of a change in the use of the Real Property or a change in ownership shall
be assumed by Purchaser effective as of Closing and paid by Purchaser when due and payable, and Purchaser shall
indemnify Seller from and against any and all such Taxes, which indemnification obligation shall survive the
Closing. Seller reserves the right to pursue any challenge to Taxes attributable to any time period prior to Closing
shall be entitled to any refund or reduction of Taxes attributable to any time period prior to Closing. Purchaser’s
City Manager shall take all necessary actions (or refrain to take action, as appropriate) to cause Purchaser to comply
with this Section 6.1.1, Seller acknowledges that Purchaser is a political subdivision of the State of Texas and may
be exempt from payment of ad valorem taxes.
6.1.2 Utilities. Purchaser shall take all steps necessary to effectuate the transfer of all utilities,
if any, to its name as of the Closing Date, and where necessary, post deposits with the utility companies. Seller shall
ensure that all utility meters are read as of the Closing Date. Seller shall be entitled to recover any and all deposits
held by any utility company as of the Closing Date.
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6.2 Closing Costs. Closing costs shall be allocated between Seller and Purchaser in accordance with
Section 1.2 entitled “Closing Costs”.
6.3 Final Adjustment After Closing. If final bills are not available or cannot be issued prior to
Closing for any item being prorated under Section 6.1, then Purchaser’s City Manager on behalf of Purchaser and
Seller shall allocate such items on a fair and equitable basis as soon as such bills are available, final adjustment to be
made as soon as reasonably possible after the Closing and Purchaser’s City Manager shall cause Purchaser to make
any payments allocated to Purchaser pursuant to this Section 6.3. Payments in connection with the final adjustment
shall be due within 30 days of written notice. All such rights and obligations shall survive the Closing.
6.4 Commissions. Seller and Purchaser each represent and warrant to the other that no real estate
brokerage commission is payable to any person or entity in connection with the transaction contemplated hereby.
Seller’s and Purchaser’s representations and warranties under this Section 6.4 shall survive the termination of this
Agreement and shall survive the Closing.
ARTICLE 7
REPRESENTATIONS AND WARRANTIES
7.1 Seller’s Representations and Warranties. Seller represents and warrants to Purchaser that:
7.1.1 Organization and Authority. Seller is validly existing, and is in good standing in the
state in which it was formed. Seller has the full right and authority and has obtained any and all consents required to
enter into this Agreement and to consummate or cause to be consummated the transactions contemplated hereby.
This Agreement has been, and all of the documents to be delivered by Seller at the Closing will be, authorized and
executed and constitute, or will constitute, as appropriate, the valid and binding obligation of Seller, enforceable in
accordance with their terms.
7.1.2 Conflicts and Pending Actions. There is no agreement to which Seller is a party or, to
Seller’s knowledge, that is binding on Seller which is in conflict with this Agreement. To Seller’s knowledge, there
is no action or proceeding pending or threatened against Seller or relating to the Property, which challenges or
impairs Seller’s ability to execute or perform its obligations under this Agreement.
7.1.3 Notices from Governmental Authorities. To Seller’s knowledge, Seller has not
received from any governmental authority (other than Purchaser) written notice of any material violation of any laws
applicable (or alleged to be applicable) to the Real Property, or any part thereof, that has not been corrected, except
as may be reflected by the Property Documents or otherwise disclosed in writing to Purchaser.
7.2 Purchaser’s Representations and Warranties. Purchaser represents and warrants to Seller that:
7.2.1 Organization and Authority. Purchaser is validly existing as a political subdivision of
the State of Texas. Purchaser has the full right and authority and has obtained any and all consents required to enter
into this Agreement, to deposit and invest the Earnest Money and to consummate or cause to be consummated the
transactions contemplated hereby. This Agreement has been, and all of the documents to be delivered by Purchaser
at the Closing will be, authorized and properly executed and constitute, or will constitute, as appropriate, the valid
and binding obligation of Purchaser, enforceable in accordance with their terms.
7.2.2 Conflicts and Pending Action. There is no agreement to which Purchaser is a party or,
to Purchaser’s knowledge, binding on Purchaser which is in conflict with this Agreement. Purchaser has not
received notice of any action or proceeding, pending or, to Purchaser’s knowledge, threatened, against Purchaser
which challenges or impairs Purchaser’s ability to execute or perform its obligations under this Agreement.
7.2.3 Prohibited Persons and Transactions. Purchaser is currently in compliance with and
shall at all times during the term of this Agreement (including any extension thereof) remain in compliance with the
regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those
named on OFAC’s Specially Designated Nationals and Blocked Persons List) and any statute, executive order
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(including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons
Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto.
7.3 Survival of Representations and Warranties. The representations and warranties set forth in
this Article 7 shall survive Closing for a period of six months (the “Survival Period”); provided, however, that such
representations and warranties shall automatically terminate if following the Closing, any direct or indirect transfer,
assignment, conveyance or sale of the Property or any ownership interest in Purchaser occurs. Terms such as “to
Seller’s knowledge,” “to the best of Seller’s knowledge” or like phrases mean the actual present and conscious
awareness or knowledge of Patrick J. McInroe (“Seller’s Representative”), without any duty of inquiry or
investigation; provided that so qualifying Seller’s knowledge shall in no event give rise to any personal liability on
the part of Seller’s Representative, or any of them, or any other officer or employee of Seller, on account of any
breach of any representation or warranty made by Seller herein. Said terms do not include constructive knowledge,
imputed knowledge, or knowledge Seller or such persons do not have but could have obtained through further
investigation or inquiry. No broker, agent, or party other than Seller is authorized to make any representation or
warranty for or on behalf of Seller. Each party shall have the right to bring an action against the other on the breach
of a representation or warranty or covenant hereunder or in the documents delivered by Seller at the Closing, but
only on the following conditions: (1) the breach in question results from, or is based on, a condition, state of facts or
other matter that was not known prior to Closing by the party bringing the action, (2) the party alleging the breach
gives written notice of such breach to the other party before the earlier to occur of (i) 91 days following the date on
which the party alleging the breach becomes aware of such breach and (ii) the end of the Survival Period and files
the action with respect to such breach on or before the first day following the second anniversary of the Closing
Date, and (3) neither party shall have the right to bring a cause of action for a breach of a representation or warranty
or covenant unless the damage to such party on account of such breach (individually or when combined with
damages from other breaches) equals or exceeds $50,000, and then only to the extent of such excess (but not in
excess of the Cap defined below). The parties stipulate that the periods of time referenced above to give written
notice of the alleged breach and to file the action with respect to such breach is reasonable and hereby waive any
claims to the contrary. If a party fails to timely notify the other party or file such action within the required time
periods as described above, such action shall be barred. Neither party shall have any liability after Closing for the
breach of a representation or warranty or covenant hereunder of which the other party hereto had knowledge as of
Closing. Without limiting the generality of the foregoing, and notwithstanding any other provision of this
Agreement, Seller shall have no liability with respect to any of Seller’s representations, warranties and covenants
hereunder if, prior to the Closing, Purchaser has knowledge of any breach of a representation, warranty or covenant
of Seller hereunder, or Purchaser obtains knowledge that contradicts any of Seller’s representations, warranties or
covenants hereunder (and the representations and warranties of Seller shall be deemed to be modified thereby to be
accurate), and Purchaser nevertheless consummates the transactions contemplated by this Agreement (in which
event any such breach or contradiction shall be deemed waived by Purchaser). Notwithstanding any other provision
of this Agreement, any agreement contemplated by this Agreement, or any rights which Purchaser might otherwise
have at law, equity, or by statute, whether based on contract or some other claim, Purchaser agrees that any liability
of Seller to Purchaser will be limited to $50,000 (the “Cap”). The provisions of this Section 7.3 shall survive the
Closing. Any breach of a representation or warranty that occurs prior to Closing shall constitute the non-satisfaction
of the Closing Condition set forth in Section 5.2.1(a) entitled “Representations and Warranties” and shall be
governed exclusively by Section 5.2.4 entitled “Non-Satisfaction of Conditions”.
ARTICLE 8
DEFAULT AND REMEDIES
8.1 Seller’s Remedies. If Purchaser fails to consummate the purchase of the Property pursuant to this
Agreement or otherwise defaults on its obligations hereunder at Closing for any reason except failure by Seller to
perform hereunder, Seller shall be entitled, as its sole remedy (except as provided in Sections 6.4, 8.3 and 8.4
hereof), to terminate this Agreement. Notwithstanding anything in this Section 8.1 to the contrary, in the event of
Purchaser’s default or a termination of this Agreement, Seller shall have all remedies available by mandamus to
compel the performance of Purchaser or other suit, action or proceeding available at law or in equity in the event
Purchaser or any party associated with Purchaser is asserting any claims or right to the Property that would
otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property, and in said
event Seller shall not be required to submit such matter to dispute resolution as contemplated by Section 10.19. In
all other events Seller’s remedies shall be limited to those described in Section 6.4 entitled “Commissions”, and
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Sections 8.1, 8.3 and 8.4 hereof. If Closing is consummated, Seller shall have all remedies available by mandamus
to compel the performance of Purchaser or other suit, action or proceeding available at law or in equity in the event
Purchaser fails to perform any obligation of Purchaser under this Agreement.
8.2 Purchaser’s Remedies. If Seller fails to consummate the sale of the Property pursuant to this
Agreement or otherwise defaults on its obligations hereunder at Closing for any reason except failure by Purchaser
to perform hereunder, Purchaser shall elect, as its sole remedy, either to (a) terminate this Agreement by giving
Seller timely written notice of such election prior to or at Closing, (b) enforce specific performance to consummate
the sale of the Property hereunder, or (c) waive said failure or breach and proceed to the Closing without any
reduction in the Purchase Price for the Property. Notwithstanding anything herein to the contrary, Purchaser shall
not be entitled to a remedy of specific performance and shall be deemed to have elected to terminate this Agreement
unless a duly authorized signatory of Purchaser is physically present at the offices of the Title Company on the
Closing Date with all closing documents for the Property as required by Article 5, executed on behalf of Purchaser
where applicable, in Purchaser’s possession and Purchaser files to seek specific performance within ten Business
Days following the expiration of the Dispute Resolution Period. Purchaser’s remedies shall be limited to those
described in this Section 8.2 and Sections 8.3 and 8.4 hereof. IN NO EVENT SHALL SELLER’S DIRECT OR
INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES,
ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY
AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM,
CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW,
STATUTE, EQUITY OR OTHERWISE.
8.3 Attorneys’ Fees. In the event either party hereto employs an attorney in connection with claims
by one party against the other arising from the operation of this Agreement, the non-prevailing party shall pay the
prevailing party all reasonable fees and expenses, including attorneys’ fees, incurred in connection with such claims.
8.4 Other Expenses. If this Agreement is terminated due to the default of a party, then the defaulting
party shall pay any fees or charges due to Escrow Agent for any escrow cancellation fees or charges and any fees or
charges due to the Title Company for preparation and/or cancellation of the Title Commitment.
ARTICLE 9
DISCLAIMERS, RELEASE AND INDEMNITY
9.1 Disclaimers by Seller. Except as expressly set forth in this Agreement, it is understood and
agreed that Seller and Seller’s agents or employees have not at any time made and are not now making, and they
specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with
respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of
title (other than Seller’s special warranty of title to be contained in the Deed), (b) environmental matters relating to
the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under
or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface
conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic
faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or
any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area,
flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability,
past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any
undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning
or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any
utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric,
(j) usages of adjoining property, (k) access to the Property or any portion thereof, (l) the value, compliance with the
plans and specifications, size, location, age, use, design, quality, description, suitability, structural integrity,
operation, title to, or physical or financial condition of the Property or any portion thereof, or any income, expenses,
charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof,
(m) the condition or use of the Property or compliance of the Property with any or all past, present or future federal,
state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws,
(n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other
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matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property,
(q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or
completeness of the Property Documents, (s) tax consequences, or (t) any other matter or thing with respect to the
Property.
9.2 Sale “As Is, Where Is”. Purchaser acknowledges and agrees that upon Closing, Seller shall sell
and convey to Purchaser and Purchaser shall accept the Property “AS-IS, WHERE-IS, WITH ALL FAULTS,”
except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and
delivered to Purchaser at Closing. Except as expressly set forth in this Agreement, Purchaser has not relied and will
not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees,
statements, representations or information pertaining to the Property or relating thereto (including specifically,
without limitation, Property Documents) made or furnished by Seller, or any property manager, real estate broker,
agent or third party representing or purporting to represent Seller, to whomever made or given, directly or indirectly,
orally or in writing. Purchaser represents that it is a knowledgeable, experienced and sophisticated purchaser of real
estate and that, except as expressly set forth in this Agreement, it is relying solely on its own expertise and that of
Purchaser’s consultants in purchasing the Property and shall make an independent verification of the accuracy of
any documents and information provided by Seller. Purchaser will conduct such inspections and investigations of
the Property as Purchaser deems necessary, including, but not limited to, the physical and environmental conditions
thereof, and shall rely upon same. Purchaser acknowledges that Seller has afforded Purchaser a full opportunity to
conduct such investigations of the Property as Purchaser deemed necessary to satisfy itself as to the condition of the
Property and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials
on or discharged from the Property, and will rely solely upon same and not upon any information provided by or on
behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and
covenants of Seller as are expressly set forth in this Agreement. Upon Closing, Purchaser shall assume the risk that
adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental,
health or safety conditions, may not have been revealed by Purchaser’s inspections and investigations. Purchaser
hereby represents and warrants to Seller that: (a) Purchaser is represented by legal counsel in connection with the
transaction contemplated by this Agreement; and (b) Purchaser is purchasing the Property for business, commercial,
investment or other similar purpose and not for use as Purchaser’s residence. Purchaser waives any and all rights or
remedies it may have or be entitled to, deriving from disparity in size or from any significant disparate bargaining
position in relation to Seller.
9.3 Seller Released from Liability. Purchaser acknowledges that it has been provided the
opportunity to inspect the Property prior to the Effective Date to observe its physical characteristics and existing
conditions and the opportunity to conduct such investigation and study on and of the Property and adjacent areas as
Purchaser deems necessary, and Purchaser hereby FOREVER RELEASES AND DISCHARGES Seller from all
responsibility and liability, including, without limitation, liabilities under the Comprehensive Environmental
Response, Compensation and Liability Act Of 1980 (42 U.S.C. Sections 9601 et seq.), as amended (“CERCLA”),
regarding the condition, valuation, salability or utility of the Property, or its suitability for any purpose whatsoever
(including, but not limited to, with respect to the presence in the soil, air, structures and surface and subsurface
waters, of Hazardous Materials or other materials or substances that have been or may in the future be determined to
be toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or
removed from the Property under current or future federal, state and local laws, regulations or guidelines, and any
structural and geologic conditions, subsurface soil and water conditions and solid and hazardous waste and
Hazardous Materials on, under, adjacent to or otherwise affecting the Property). Purchaser further hereby WAIVES
(and by Closing this transaction will be deemed to have WAIVED) any and all objections and complaints
(including, but not limited to, federal, state and local statutory and common law based actions, and any private right
of action under any federal, state or local laws, regulations or guidelines to which the Property is or may be subject,
including but not limited to, CERCLA) concerning the physical characteristics and any existing conditions of the
Property. Purchaser further hereby assumes the risk of changes in applicable laws and regulations relating to past,
present and future environmental conditions on the Property and the risk that adverse physical characteristics and
conditions, including, without limitation, the presence of Hazardous Materials or other contaminants, may not have
been revealed by its investigation.
9.4 “Hazardous Materials” Defined. For purposes hereof, “Hazardous Materials” means
“Hazardous Material,” “Hazardous Substance,” “Pollutant or Contaminant,” and “Petroleum” and “Natural Gas
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 14
Liquids,” as those terms are defined or used in Section 101 of CERCLA, and any other substances regulated because
of their effect or potential effect on public health and the environment, including, without limitation, PCBs, lead
paint, asbestos, urea formaldehyde, radioactive materials, putrescible materials, and infectious materials.
9.5 Indemnity. From and after Closing, Purchaser agrees to indemnify, defend and hold Seller
harmless of and from any and all liabilities, claims, demands, and expenses of any kind or nature which are in any
way related to the ownership, maintenance, operation or physical condition of the Property, including, without
limitation, in connection with Hazardous Materials and any requirements or demands of governmental agencies with
jurisdiction over the Property. Purchaser’s indemnification obligations shall be payable from Purchaser’s interest in
the Property after the Closing and Purchaser’s service revenues (and not tax revenues) including, without limitation,
water and sewer revenues and shall survive the Closing.
9.6 Survival. The terms and conditions of this Article 9 shall expressly survive the Closing, not
merge with the provisions of any closing documents and shall be incorporated into the Deed.
Purchaser acknowledges and agrees that the disclaimers and other agreements set forth herein are an
integral part of this Agreement and that Seller would not have agreed to sell the Property to Purchaser for the
Purchase Price without the disclaimers and other agreements set forth above.
ARTICLE 10
MISCELLANEOUS
10.1 Parties Bound; Assignment. This Agreement, and the terms, covenants, and conditions herein
contained, shall inure to the benefit of and be binding upon the heirs, personal representatives, successors, and
assigns of each of the parties hereto. Purchaser may not assign its rights under this Agreement.
10.2 Headings. The article, section, subsection, paragraph and/or other headings of this Agreement are
for convenience only and in no way limit or enlarge the scope or meaning of the language hereof.
10.3 Invalidity and Waiver. If any portion of this Agreement is held invalid or inoperative, then so
far as is reasonable and possible the remainder of this Agreement shall be deemed valid and operative, and, to the
greatest extent legally possible, effect shall be given to the intent manifested by the portion held invalid or
inoperative. The failure by either party to enforce against the other any term or provision of this Agreement shall
not be deemed to be a waiver of such party’s right to enforce against the other party the same or any other such term
or provision in the future.
10.4 Governing Law. This Agreement shall, in all respects, be governed, construed, applied, and
enforced in accordance with the law of the state in which the Real Property is located.
10.5 Survival. The provisions of this Agreement that contemplate performance after the Closing and
the obligations of the parties not fully performed at the Closing (other than any unfulfilled closing conditions which
have been waived or deemed waived by the other party) shall survive the Closing and shall not be deemed to be
merged into or waived by the instruments of Closing.
10.6 Entirety and Amendments. This Agreement embodies the entire agreement between the parties
and supersedes all prior agreements and understandings relating to the Property. This Agreement may be amended
or supplemented only by an instrument in writing executed by the party against whom enforcement is sought. All
Exhibits hereto are incorporated herein by this reference for all purposes.
10.7 Time. Time is of the essence in the performance of this Agreement.
10.8 Confidentiality. Purchaser shall make no public announcement or disclosure of any information
related to this Agreement to third parties, before or after the Closing, without the prior written specific consent of
Seller; provided, however, that Purchaser may, subject to the provisions of Section 3.2 entitled “Proprietary
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1505488v.18 EFH100/52002 15
Documents; Confidentiality”, make disclosure of this Agreement to its Permitted Outside Parties as necessary to
perform its obligations hereunder and as may be required under laws or regulations applicable to Purchaser.
10.9 Electronic Transactions. Except as expressly provided in Section 10.10 entitled “Notices” and
Section 10.13 entitled “Execution in Counterparts”, the parties hereby acknowledge and agree (a) this Agreement
shall not be executed, entered into, altered, amended or modified by electronic means and (b) without limiting the
generality of subparagraph (a), the parties hereby agree the transactions contemplated by this Agreement shall not be
conducted by electronic means.
10.10 Notices. All notices required or permitted hereunder shall be in writing and shall be served on the
parties at the addresses set forth in Section 1.3. Any such notices shall, unless otherwise provided herein, be given
or served (a) by depositing the same in the United States mail, postage paid, certified and addressed to the party to
be notified, with return receipt requested, (b) by overnight delivery using a nationally recognized overnight courier,
(c) by personal delivery, or (d) by electronic mail addressed to the electronic mail address set forth in Section 1.3
entitled “Notice Addresses” for the party to be notified with a confirmation copy delivered by another method
permitted under this Section 10.10. Notice given in accordance herewith for all permitted forms of notice other than
by electronic mail, shall be effective upon the earlier to occur of actual delivery to the address of the addressee or
refusal of receipt by the addressee (even if such addressee refuses delivery thereof). Notice given by electronic mail
in accordance herewith shall be effective upon the entrance of such electronic mail into the information processing
system designated by the recipient’s electronic mail address. Except for electronic mail notices as described above,
no notice hereunder shall be effective if sent or delivered by electronic means. A party’s address may be changed by
written notice to the other party; provided, however, that no notice of a change of address shall be effective until
actual receipt of such notice. Copies of notices are for informational purposes only, and a failure to give or receive
copies of any notice shall not be deemed a failure to give notice. Notices given by counsel to the Purchaser shall be
deemed given by Purchaser and notices given by counsel to the Seller shall be deemed given by Seller.
10.11 Construction. The parties acknowledge that the parties and their counsel have reviewed and
revised this Agreement and 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 exhibits or
amendments hereto.
10.12 Calculation of Time Periods; Business Day. Unless otherwise specified, in computing any
period of time described herein, the day of the act or event after which the designated period of time begins to run is
not to be included and the last day of the period so computed is to be included, unless such last day is not a Business
Day, in which event the period shall run until the end of the next day which is a Business Day. The last day of any
period of time described herein shall be deemed to end at 5:00 p.m. local time in the state in which the Real Property
is located. As used herein, the term “Business Day” means any day that is not a Saturday, Sunday or legal holiday
for national banks in the city in which the Real Property is located.
10.13 Execution in Counterparts. This Agreement (and any alterations, amendments or modifications
thereto) may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of
such counterparts shall constitute one Agreement. To facilitate execution of this Agreement (or any alteration,
amendment or modification thereto), the parties may execute and exchange by electronic mail PDF counterparts of
the signature pages, provided that executed originals thereof are forwarded to the other party on the same day by any
of the delivery methods set forth in Section 10.10 other than electronic mail PDF. Signature pages may be detached
from the counterparts and attached to a single copy of this Agreement (or any alteration, amendment or modification
thereto) to physically form one document.
10.14 No Recordation. Without the prior written consent of Seller, there shall be no recordation of
either this Agreement or any memorandum hereof, or any affidavit pertaining hereto, and any such recordation of
this Agreement or memorandum or affidavit by Purchaser without the prior written consent of Seller shall constitute
a default hereunder by Purchaser, whereupon Seller shall have the remedies set forth in Section 8.1 entitled “Seller’s
Remedies” hereof. In addition to any such remedies, Purchaser’s City Manager shall execute on behalf of Purchaser
an instrument in recordable form releasing this Agreement or memorandum or affidavit, and Purchaser’s and
Purchaser’s City Manager’s obligations pursuant to this Section 10.14 shall survive any termination of this
Agreement as a surviving obligation.
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1505488v.18 EFH100/52002 16
10.15 Further Assurances. In addition to the acts and deeds recited herein and contemplated to be
performed, executed and/or delivered by either party at Closing, each party agrees to perform, execute and deliver,
but without any obligation to incur any additional liability or expense, on or after the Closing any further deliveries
and assurances as may be reasonably necessary to consummate the transactions contemplated hereby or to further
perfect the conveyance, transfer and assignment of the Property to Purchaser and Purchaser’s City Manager shall
take all necessary actions (or refrain to take action, as appropriate) to cause Purchaser to comply with this
Section 10.15, and Purchaser’s and Purchaser’s City Manager’s obligations pursuant to this Section 10.15 shall
survive any termination of this Agreement as a surviving obligation.
10.16 Discharge of Obligations. The acceptance of the Deed by Purchaser shall be deemed to be a full
performance and discharge of every representation and warranty made by Seller herein and every agreement and
obligation on the part of Seller to be performed pursuant to the provisions of this Agreement, except those which are
herein specifically stated to survive Closing.
10.17 No Third-Party Beneficiary. The provisions of this Agreement and of the documents to be
executed and delivered at Closing are and will be for the benefit of Seller and Purchaser only and are not for the
benefit of any third party, and accordingly, no third party shall have the right to enforce the provisions of this
Agreement or of the documents to be executed and delivered at Closing.
10.18 Reporting Person. Purchaser and Seller hereby designate the Title Company as the “reporting
person” pursuant to the provisions of Section 6045(e) of the Internal Revenue Code of 1986, as amended.
10.19 Dispute Resolution. In the event of a dispute between the parties, before resorting to litigation,
the parties will submit to the following dispute resolution process for not more than sixty days following the date on
which a party initiation of the dispute resolution process by written notice to the other party (the “Dispute
Resolution Period”). The parties agree to negotiate in good faith in an effort to resolve any dispute related to this
Agreement that may arise for a period of five business days following the initiation of the dispute resolution process.
If the dispute cannot be resolved by negotiation within such five business day period, the parties will submit the
dispute to non-binding mediation before resorting to litigation and will equally share the costs of a mutually
acceptable mediator. If such dispute cannot be resolved during the Dispute Resolution Period, then either party may
commence litigation. Purchaser’s General Manager shall take all necessary actions (or refrain to take action, as
appropriate) to cause Purchaser to comply with this Section 10.19. This Section 10.19 shall survive the termination
of this Agreement and shall survive the Closing. The provisions of this Section 10.19 shall not apply to a party
seeking injunctive relief or temporary restraining orders.
10.20 Venue. Venue of any dispute concerning this Agreement shall be in Dallas County, Texas.
10.21 Special Provisions Concerning the Purchaser.
10.21.1 Purchaser’s City Manager. References in this Agreement to actions by the Purchaser’s
City Manager shall refer to such person acting on behalf of Purchaser in such person’s official capacity and nothing
herein shall give rise to any personal liability on the part of Purchaser’s City Manager.
10.21.2 Waiver of Sovereign Immunity. TO THE MAXIMUM EXTENT PERMITTED BY
LAW AND TO ANY LIMITATIONS CONTAINED IN PURCHASER’S CHARTER, PURCHASER
HEREBY AGREES TO WAIVE SOVEREIGN IMMUNITY FROM SUIT AND/OR LIABILITY FOR THE
PURPOSE OF ADJUDICATING A CLAIM TO ENFORCE THIS AGREEMENT OR FOR DAMAGES
FOR BREACH OF THIS AGREEMENT.
10.21.3 Conflicts with Applicable Law or Charter. Notwithstanding anything to the contrary
contained in this Agreement, Purchaser shall not have the obligation to perform any covenant or agreement under
this Agreement that is found by a court of competent jurisdiction in a final, non-appealable judgment to violate
applicable law or Purchaser’s charter as of the Effective Date (but nothing contained in this Section 10.21.3 shall
prevent Luminant from seeking recovery under quantum meruit or seeking or exercising other equitable remedies).
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 17
[SIGNATURE PAGES AND EXHIBITS TO FOLLOW]
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 18
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written
below.
SELLER: LUMINANT GENERATION COMPANY LLC, a Texas
limited liability company
By:
Name:
Title:
Date Executed by Seller:
PURCHASER: THE CITY OF COPPELL, TEXAS, a political subdivision
of the State of Texas
By:
Name:
Title:
Date Executed by Purchaser:
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 A-1
EXHIBIT A
BILL OF SALE, ASSIGNMENT AND ASSUMPTION
NORTH LAKE
THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION (this “Bill of Sale”) is made as of
_______________, 20__, by and between LUMINANT GENERATION COMPANY LLC, a Texas limited
liability company (“Assignor”), and THE CITY OF COPPELL, TEXAS, a political subdivision of the State of
Texas (“Assignee”).
W I T N E S S E T H:
For good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Assignor
and Assignee hereby agree as follows:
1. Assignor hereby sells, transfers, assigns and conveys to Assignee the following:
(a) All right, title and interest of Assignor in and to all tangible personal property
(“Personalty”) located on and used in connection with the maintenance or operation of that certain land and
improvements located in the County of Dallas, State of Texas, as more particularly described in Schedule 1 hereto
and made a part hereof (“Real Property”).
(b) To the extent assignable, all warranties, guaranties, indemnities and claims (including,
without limitation, for workmanship, materials and performance) and which exist or may hereafter exist against any
contractor, subcontractor, manufacturer or supplier or laborer or other services relating thereto.
(c) All right, title and interest of Assignor in all intangible personal property related to the
Real Property and the improvements thereon (the “Improvements”), including, without limitation: all trade names
and trademarks associated with the Real Property and the Improvements, including Assignor’s rights and interests, if
any, in the name of the Real Property; the plans and specifications and other architectural and engineering drawings
for the Improvements, if any; warranties (to the extent assignable without cost to Seller); governmental permits,
approvals and licenses, if any; and telephone exchange numbers (collectively, the “Intangible Personal Property”).
Tangible Personal Property and Intangible Personal Property shall not include (1) any appraisals or other economic
evaluations of, or projections with respect to, all or any portion of the Property, including, without limitation,
budgets prepared by or on behalf of Assignor or any affiliate of Assignor, (2) any documents, materials or
information which are subject to attorney/client, work product or similar privilege, which constitute attorney
communications with respect to the Property and/or Assignor, or which are subject to a confidentiality agreement,
and (3) any trade name, mark or other identifying material that includes the name “Luminant”, the name “Energy
Future Holding” or any derivative thereof.
2. This Bill of Sale is given pursuant to that certain Purchase and Sale Agreement (as amended, the
“Purchase Agreement”) dated as of ____________________, between Assignor and Assignee, providing for,
among other things, the conveyance of the Personalty and the Intangible Personal Property.
3. As set forth in Article 9 of the Purchase Agreement, which is hereby incorporated by reference as
if herein set out in full and except as set forth herein, the property conveyed hereunder is conveyed by Assignor and
accepted by Assignee AS IS, WHERE IS, AND WITHOUT ANY WARRANTIES OF WHATSOEVER
NATURE, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THE PURCHASE
AGREEMENT, IT BEING THE INTENTION OF ASSIGNOR AND ASSIGNEE EXPRESSLY TO
NEGATE AND EXCLUDE ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR
PURPOSE, WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY
DESCRIPTION OF THE PROPERTY CONVEYED HEREUNDER, OR BY ANY SAMPLE OR MODEL
THEREOF, AND ALL OTHER WARRANTIES WHATSOEVER CONTAINED IN OR CREATED BY
THE TEXAS UNIFORM COMMERCIAL CODE.
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 A-2
4. Assignee hereby accepts the assignment of the Personalty and the Intangible Personal Property
and agrees to assume and discharge, in accordance with the terms thereof all of the obligations thereunder from and
after the date hereof. Assignee agrees to indemnify and hold harmless Assignor from any cost, liability, damage or
expense (including attorneys’ fees) arising out of or relating to Assignee’s failure to perform any of the foregoing
obligations.
5. This Bill of Sale may be executed in any number of counterparts, each of which shall be deemed
an original, but all of which shall constitute one and the same instrument.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 A-3
IN WITNESS WHEREOF, the parties hereto have executed this Bill of Sale as of the date first above
written.
ASSIGNOR: LUMINANT GENERATION COMPANY LLC, a Texas
limited liability company
By:
Name:
Title:
ASSIGNEE: THE CITY OF COPPELL, TEXAS, a political subdivision
of the State of Texas
By:
Name:
Title:
Schedule 1 Real Property
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 A-4
Schedule 1
Real Property
Tract 1
BEING a 39.638 acre tract of land situated in the G. Hendricks Survey, Abstract No. 630, the J.G. Carlock Survey,
Abstract No. 312 and the Francis Jones Survey, Abstract No. 674 in Dallas County, Texas, and being a portion of a
tract of land described in deed to Dallas Power & Light Company, recorded in Volume 4378, Page 372, of the Deed
Records of Dallas County, Texas (D.R.D.C.T.), and a portion of a tract of land described in deed to Dallas Power &
Light Company, recorded in Volume 4420, Page 549 D.R.D.C.T. Said 39.638 acre tract being more particularly
described by metes and bounds as follows:
BEGINNING at a 3/4 inch iron rod found (N=7,031,066.82, E=2,438,553.41) at the northwest corner of the Grand
Estates at Northlake Hills Phase II, recorded in Volume 2005041, Page 185 of the Plat Records of Dallas County,
Texas (P.R.D.C.T.) and in the south line of a tract of land described in deed to Crow-Billingsley Belt Line, LTD.,
recorded in Volume 86068, Page 5186 of the Official Public Records of Dallas County, Texas (O.P.R.D.C.T.) from
which a 3/4" iron rod found capped "PEWITT" bears S 32o30'57" W, a distance of 0.78 feet;
THENCE: S 00° 22' 55" E, with the West line of said Grand Estates at Northlake Hills Phase II, a distance of
1102.51 feet to a 5/8 inch iron rod with Aluminum Cap stamped "'Frontier Surveying Company - RPLS 5991" set
for the southeast corner of this tract and the northeast corner of a tract of land described as "East Tract IB" in deed to
the City of Coppell, recorded in Document No. 20080370218 O.P.R.D.C.T.;
THENCE: WEST, with the north line of said City of Coppell tract, a distance of 734.96 feet to a point on the
meander line of the easterly shoreline of North Lake established at an elevation of 509.00 feet and the common
northwest corner of said City of Coppell tract;
THENCE: in a northerly direction, along said established 509.00 foot elevation meander line, the following courses
and distances listed as follows for reference purposes only;
N 26o13'37" W, a distance of 1853.70 feet to a point for corner;
N 75o06'50" W, a distance of 32.32 feet to a point for corner;
N 20o52'39" E, a distance of 46.22 feet to a point for corner;
S 77o50'52" W. a distance of 61.00 feet to a point for corner;
N 22°55'50" W, a distance of 39.04 feet to a point for corner;
N 53°58'22" E, a distance of 31.31 feet to a point for corner;
N 16o22'22" E a distance of 24.51 feet to a point for corner;
N 26o38'33" W, a distance of 87.99 feet to a point for corner;
THENCE: EAST over and across said Dallas Power & Light Company, tract, a distance of 868.99 feet to a 5/8 inch
iron rod with Aluminum Cap stamped "Frontier Surveying Company - RPLS 5991" set in the west line of a tract of
land described as "Tract 4", in deed to Crow-Billingsley North Lake HB&T Joint Venture, recorded in Volume
90106, Page 2492 D.R.D.C.T. from which a 1/2 inch iron rod found capped "RPLS6013TX" bears N 00°34'01" W, a
distance of 75.72 feet;
THENCE: S 00o34'01" E. with the West line of said Crow-Billingsley North Lake HB&T Joint Venture Tract and
the west line of a tract of land described in deed to Trammel Crow Company No. 43 Et al, recorded in Document
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 A-5
No. 20070001189 O.P.R.D.C.T., and passing a chain link fence corner post at the south corner of said Crow-
Billingsley North Lake HB&T Joint Venture Tract and the common northwest corner of said Trammel Crow
Company No. 43 Et al tract at a distance of 69.38 feet and continuing with the west line of said Trammel Crow
Company No. 43 Et al tract, a total distance of 169.15 feet to a 5/8 inch iron rod with Aluminum Cap stamped
"Frontier Surveying Company – RPLS 5991" set for corner from which a chain link fence post found bears N 83°
16'45" W, a distance of 2.93 feet;
THENCE: S 30° 26' 32" E, continuing with the West line of said Trammel Crow Company No. 43 Et al tract, a
distance of 678.19 feet to a 5/8 inch iron rod with Aluminum Cap stamped "Frontier Surveying Company - RPLS
5991" set at the southwest corner of said Trammel Crow Company No. 43 Et al tract from which a chain link fence
post bears S 39o51'52" E, a distance of 1.33 feet;
THENCE: S 89° 46' 16" E, with the south line of said Trammel Crow Company No. 43 Et al tract and the south line
of said Crow-Billingsley Belt Line, LTD. tract, passing a 3/8 inch iron rod found at the southeast corner of said
Trammel Crow Company No. 43 Et al tract and the common southwest corner of said Crow-Billingsley Belt Line,
LTD. tract at a distance of 201.31 feet, and continuing with the south line of said Crow-Billingsley Belt Line, LTD.
tract a total distance of 429.36 feet to the POINT OF BEGINNING and containing 39.638 acres of land more or less.
Tract 2
BEING a 16.014 acre tract of land situated in the Francis Jones Survey, Abstract No. 674, in Dallas County, Texas,
and being a portion of a called 490.6 acre tract of land described in deed to Dallas Power & Light Company,
recorded in Volume 4378, Page 372, of the Deed Records of Dallas County, Texas (D.R.D.C.T.) and being more
particularly described by metes and bounds as follows:
BEGINNING at a 5/8 inch iron rod with aluminum cap stamped "FRONTIER SURVEYING COMPANY - RPLS
5991" set (N = 7,028,735.94, E = 2,438,568.69) at the southwest corner of a tract of land described as "EAST
TRACT 1B" in deed to the City of Coppell, recorded in Document No. 20080370218 Official Public Records Dallas
County, Texas (O.P.R.D.C.T.) and in the west line of the Final Plat of The Hollows of Valley Ranch Section Four,
recorded in Volume 95012, Page 6285 of the Plat Records of Dallas County, Texas (P.R.D.C.T.) from which a 3/4
inch iron rod found at the northwest corner of the Final Plat of Grand Estates At Northlake Hills Phase II, recorded
in Volume 2005041, Page 185, P.R.D.C.T. bears N 00o22'32" W, a distance of 2330.92 feet;
THENCE: S 00o 21' 19" E, with the west line of said Hollows of Valley Ranch Section Four and the west line of The
Final Plat of the Hollows of Valley Ranch, Amended, Section Two, Recorded in Volume 94067, Page 7887,
P.R.D.C.T., a distance of 947.44 feet to a point at the southwest corner of said Hollows of Valley Ranch, Amended,
Section Two and the common northwest corner of The Amended Final Plat of Valley Ranch, Phase IV, 6th
Installment, recorded in Volume 94197, Page 2086, P.R.D.C.T. from which a 1/2 inch iron rod found bears N
45o52'59" E, a distance of 1.00 foot;
THENCE: S 00° 21' 7" E, with the West line of said Valley Ranch Phase IV-6th Installment, a distance of 256.81
feet to a 1/2 inch iron rod found at the northeast corner of a tract of land conveyed to C W Shoreline Land, LTD.,
recorded in Document No. 201200024638 of the Official Public Records of Dallas County, Texas (O.P.R.D.C.T.):
THENCE: West, with the North line of said C W Shoreline Land, LTD. tract, a distance of 384.77 feet to a point on
the meander line of the easterly shoreline of North Lake established at an elevation of 509.00 feet;
THENCE: in a northerly direction, along said established 509.00 foot elevation meander line, the following courses
and distances for listed for reference purposes only;
N 08° 40' 03" W, a distance of 26.24 feet to a point for corner;
N 46° 36' 01" W, a distance of 203.92 feet to a point for corner;
N 35° 50' 06" W, a distance of 164.27 feet to a point for corner;
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 A-6
N 17° 52' 45" W, a distance of 169.59 feet to a point for corner;
N 01° 14' 05" W. a distance of 183.97 feet to a point for corner;
N 20° 00' 12" E, a distance of 166.36 feet to a point for corner;
N 27° 09' 58" E, a distance of 453.36 feet to a point at the southwest corner of said City of Coppell
tract;
THENCE: East, with the South line of said City of Coppell tract, a distance of 417.73 feet to the POINT OF
BEGINNING and containing 16.014 acres of land more or less.
Tract 3
A parcel of land lying and situated in County of Dallas, Texas, being a part of that certain 11.62 acre tract of land in the W.
Perry Survey, Abstract No. 1152, conveyed to the City of Dallas by A.G. Kirksey, et ux. by a deed of record in Volume 540,
Page 21, Deed Records of Dallas County, Texas and more particularly described by metes and bounds as follows:
BEGINNING at a point in the most westerly line of the said 11.62 acre tract, 89.0 feet N 0° 03' W of the extreme southwest
corner thereof located in the Old Dallas-Denton Road;
THENCE N 0° 03' W, along the most westerly line of the said 11.62 acre tract, a distance of 111.0 feet to an iron pin in
concrete;
THENCE N 46° 57' E, continuing with the boundary line of the said 11.62 acre tract, a distance of 290.0 feet to the point
for corner;
THENCE S 43° 03' E, 40.7 feet to a point on the west bank of the Elm Fork of the Trinity River;
THENCE S 14° 15' E, 64.0 feet to a point for corner;
THENCE S 37° 05' W. 30.0 feel to a point for corner;
THENCE S 88° 25' W, 64.0 feet to a point on the west bank of the Elm Fork of the Trinity River;
THENCE S 37° 05' W along the west bank of the Elm Fork of the Trinity River, a distance of 30.0 feet to a point for
corner;
THENCE N 52° 55' W, a distance of 35.0 feet to a point for corner;
THENCE S 46° 57' W, a distance of 83.3 feet to a point for corner;
THENCE S 37° 56' W, a distance of 54.9 feet to a point for corner;
THENCE S 22° 50' W, a distance of 54.5 feet to a point for corner;
THENCE S 16° 46' W, a distance of 40.0 feet to the place of beginning; and containing 0.397 acre of land.
Tract 4
BEING a 2.741 acre tract of land situated in the Francis Jones Survey, Abstract Number 674, and in Official City of Dallas
Block Number 8470, in the City of Dallas, Dallas County, Texas, and being a part of that tract of land described in deed to
Dallas Power & Light Company, as recorded in Volume 4378, Page 372, of the Deed Records of Dallas County, Texas
(D.R.D.C.T.), and being more particularly described as follows:
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 A-7
COMMENCING at a 5/8 inch found iron rod for the common north corner of said Dallas Power & Light Company tract and
Grand Estates at Northlake Hills Phase II, an addition to the City of Irving, Dallas County, Texas, as recorded in Volume
2005041, Page 185, of the Official Public Records of Dallas County, Texas (O.P.R.D.C.T.);
THENCE South 00 degrees 23 minutes 11 seconds East, along the east line of said Dallas Power & Light Company tract, a
distance of 1,415.88 feet to a point for corner;
THENCE South 79 degrees 48 minutes 40 seconds West, departing said east line, a distance of 457.63 feet to a 1/2 inch set
iron rod with yellow plastic cap stamped "HALFF ASSOC INC." (hereinafter referred to as "with cap") for the POINT OF
BEGINNING of the herein described tract;
THENCE South 10 degrees 11 minutes 20 seconds East, a distance of 398.00 feet to a 1/2 inch set iron rod with cap for
corner;
THENCE South 79 degrees 48 minutes 40 seconds West, a distance of 300.00 feet to a 1/2 inch set iron rod with cap for
corner;
THENCE North 10 degrees 11 minutes 20 seconds West, a distance of 398.00 feet to a 1/2 inch set iron rod with cap for
corner;
THENCE North 79 degrees 48 minutes 40 seconds East, a distance of 300.00 feet to the POINT OF BEGINNING and
CONTAINING 119,400 square feet or 2.741 acres of land, more or less.
Line Name: ____________
Tract: 1a Easement #: _________
WA #: __________
1505488v.18 EFH100/52002
EXHIBIT B
ONCOR EASEMENT
EASEMENT AND RIGHT OF WAY
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS §
That, Luminant Generation Company LLC, a Texas limited liability company, hereinafter called
"Grantor," whether one or more, for and in consideration of Ten and no/100 Dollars ($10.00) and other valuable
consideration to Grantor in hand paid by Oncor Electric Delivery Company LLC, a Delaware limited liability
company, 1616 Woodall Rodgers Freeway, Dallas, Texas 75202, hereinafter referred to as "Grantee", has granted,
sold and conveyed and by these presents does grant, sell and convey unto said Grantee, its successors and assigns,
an easement and right-of-way for electric transmission, distribution and communication lines, each consisting of a
variable number of wires and cables, together with all necessary or desirable appurtenances including supporting
structures, foundations, guy wires and guy anchorages (the “Facilities”) over, under, across and upon all that certain
tract(s) of land located in Dallas County, Texas, more particularly described in Exhibits A and B, attached hereto
and made part hereof.
Together with: (1) the right of ingress and egress over and along the easement and right-of-way and over
Grantor's adjacent lands to or from the easement and right-of-way, for the purpose of and with the right to construct,
operate, improve, reconstruct, replace, repair, inspect, patrol, maintain and add or remove such electric power and
communications lines or other Facilities as the Grantee may from time to time find necessary, convenient or
desirable to erect thereon during the initial construction of the Facilities or at any time thereafter; (2) the right to
install gates in all existing and future fences crossing the easement and right-of-way, provided such gates will be
installed in a manner that will not weaken such fences; (3) the right to relocate its facilities along the same general
direction of said lines; (4) the right to trim and cut down trees and shrubbery on the easement and right-of-way,
including by use of herbicides or other similar chemicals approved by the U. S. Environmental Protection Agency,
to the extent, in the sole judgment of the Grantee, necessary to prevent possible interference with the operation of
said lines or to remove possible hazard thereto; and (5) the right to remove at Grantor's expense or to prevent the
construction on the easement and right-of-way of any or all buildings, structures and obstructions.
Grantor shall not make or cause any changes in grade, elevation, or contour of the land (except those activities,
excluding terracing, associated with normal agricultural activities) within the easement and right-of-way described
herein without first providing advance notice and obtaining prior written consent to do so from Grantee. If written
consent is not obtained prior to any action by Grantor that causes any changes in grade, elevation, or contour of the
land within the easement and right-of-way, Grantor shall, upon demand from Grantee, at Grantor’s expense, restore
the easement and right-of-way to its previously existing condition, or reimburse Grantee fully for the cost of
adjusting its Facilities as necessary to accommodate the change in grade, elevation, or contour of the land within the
easement and right-of-way in the event Grantor fails to promptly restore the grade, elevation, or contour to its
previously existing condition.
Grantor shall not perform any excavations, trenching, or other soil disturbing activities (except those
activities, excluding terracing, associated with normal agricultural activities) that, in the sole judgment of Grantee,
will endanger the integrity of the supporting structures and/or foundations or other Facilities, as applicable, or
perform any other activities that may, in the sole judgment of Grantee, remove, reduce, or adversely affect or impact
the lateral support of the supporting structures and/or foundations or other Facilities, as applicable, without first
providing advance notice and obtaining prior written consent to do so from Grantee. If prior written consent is not
obtained by Grantor prior to performing any excavation, trenching or other soil disturbing activity that endangers the
integrity of the supporting structures or foundations or other Facilities, as applicable, Grantor shall, upon demand
from Grantee, at Grantor’s expense, restore the easement and right-of-way to its previously existing condition, or
1505488v.18 EFH100/52002
reimburse Grantee fully for the cost of adjusting its Facilities as necessary to accommodate the excavation,
trenching, or soil disturbing activity in the event Grantor fails to promptly restore the easement and right-of-way to
its previously existing condition or cannot do so.
Grantor reserves the right to use the easement and right of way area provided such use shall not include the
growing of trees thereon or any other use that might, in the sole judgment of the Grantee, interfere with the exercise
by the Grantee of the rights hereby granted. Grantor further reserves the right to lay out, dedicate, construct,
maintain and use across said strip such roads, streets, alleys, railroad tracks, underground telephone cables and
conduits and gas, water and sewer pipe lines as will not interfere with Grantee's use of said land for the purpose
aforesaid, provided all such facilities shall be located at angles of not less than 45 degrees to any of Grantee's lines,
and shall be so constructed as to provide with respect to Grantee's Facilities the minimum clearances provided by
law and recognized as standard in the electrical industry, as same may change from time to time. Grantor also
reserves the right to erect fences not more than 8 feet high across said land, provided all such fences shall have
gates, openings, or removable sections at least 16 feet wide which will permit Grantee reasonable access to all parts
of said land. Should Grantee later determine that a width greater than 16 feet is necessary, then Grantee shall have
the right granted above to install additional or wider gates at its sole discretion, but the installation of such additional
or wider gates shall be at the sole expense of Grantee.
Grantor retains all right, title, and interest in and to all oil, gas, and other minerals (whether by law
classified as part of the mineral estate or the surface estate) and groundwater in, on, and under the strip or land
described herein; provided, however, that Grantor shall not be permitted to drill for oil, gas, and other minerals, and
groundwater from and under said strip of land but Grantor may extract oil, gas, and other minerals, and groundwater
from and under said strip of land by directional drilling, mining, or other means, so long as Grantee’s use of said
strip is not disturbed, which use shall include the right of Grantee to physical and/or lateral support for the Facilities,
as well as the right that the Facilities shall not be endangered, obstructed, or interfered with by such operations.
In addition to the consideration above recited for the easement and right-of-way hereby granted, the
Grantee will pay to the owner of the land, and, if leased, to his tenant, as they may be respectively entitled for actual
damages to fences and growing crops and improvements located on the easement and right-of-way caused by reason
of the construction, maintenance, addition or removal of said lines; provided, however, that no such payment will be
made for trimming or removal of trees growing on the easement and right-of-way, nor for removal of buildings,
structures, or obstructions erected upon the easement and right-of-way after granting of this easement and right-of-
way.
TO HAVE AND TO HOLD the above described easement and right-of-way unto the said Grantee, its
successors and assigns, until all of said lines and other Facilities shall be abandoned, and in that event said easement
and right-of-way shall cease and all rights herein granted shall terminate and revert to Grantor or Grantor's heirs,
successors or assigns; and Grantor hereby binds Grantor and Grantor’s heirs, successors, assigns, and legal
representatives, to warrant and forever defend the above described easement and right-of-way unto Grantee, its
successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof.
This easement may be assigned in whole or in part.
EXECUTED this __ day of _________, A.D. 20__.
Grantor
Luminant Generation Company LLC, a Texas
limited liability company
By:
Name:
Title:
1505488v.18 EFH100/52002
ACKNOWLEDGEMENT
STATE OF TEXAS §
§
COUNTY OF DALLAS §
BEFORE ME, the undersigned authority, on this day personally appeared
__________________________________, as the ______________________________ of Luminant Generation
Company LLC, a Texas limited liability company, known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration
therein expressed, in the capacity therein stated and he/she is authorized to do so.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this __ day of _________, A. D. 20__.
___________________________________________
Notary Public in and for the State of Texas
After recording, return to:
Laura De La Paz
Oncor Electric Delivery Company
Suite 505
115 W 7th Street
Ft. Worth, Texas 76102
1505488v.18 EFH100/52002
EXHIBIT A
FIELD NOTE DESCRIPTION
BEING a 9.389 acre tract of land situated in the J. G. Carlock Survey, Abstract No. 312 and the Francis Jones
Survey, Abstract No. 674 in Dallas County, Texas, and being a portion of a tract of land described in deed to Dallas
Power & Light Company, recorded in Volume 4378, Page 372, of the Deed Records of Dallas County, Texas
(D.R.D.C.T.) and a portion of a tract of land described in deed to Dallas Power & Light Company, recorded in
Volume 4420, Page 549 D.R.D.C.T. Said 9.389 acre tract being more particularly described by metes and bounds as
follows:
COMMENCING at a 3/4 inch iron rod found at the northwest corner of the Grand Estates at Northlake Hills Phase
II, recorded in Volume 2005041, Page 185 of the Plat Records of Dallas County, Texas (P.R.D.C.T.) and in the
south line of a tract of land described in deed to Crow-Billingsley Belt Line. LTD., recorded in Volume 86068, Page
5186 of the Official Public Records of Dallas County, Texas (O.P.R.D.C.T.) from which a 3/4 inch iron rod found
capped "PEWITT" bears S 32o30'50" W, a distance of 0.78 feet;
THENCE: S 00° 22' 55" E, with the West line of said Grand Estates at Northlake Hills Phase II, a distance of 622.33
feet to THE POINT OF BEGINNING;
THENCE: S 00° 22' 55" E, continuing with the West line of said Grand Estates at Northlake Hills Phase II, a
distance of 480.17 feet to a 5/8 inch iron rod with Aluminum Cap stamped "Frontier Surveying Company - RPLS
5991" set for the southeast corner of this tract and the northeast corner of a tract of land described as "East Tract 1B"
in deed to the City of Coppell, recorded in Document No. 20080370218 O.P.R.D.C.T.;
THENCE: WEST, with the north line of said City of Coppell tract, a distance of 251.43 feet to a point for corner;
THENCE: over and across said Dallas Power & Light Company tract the following courses and distances;
N 00°21'52" W, a distance of 501.89 feet to a point for corner;
N 30o31'08" W, a distance of 1574.25 feet to a point for corner;
EAST, a distance of 272.06 feet to a 5/8 inch iron rod with Aluminum Cap stamped "Frontier Surveying
Company - RPLS 5991" set in the west line of a tract of land described as "Tract 4", in deed to Crow-
Billingsley North Lake HB&T Joint Venture, recorded in Volume 90106, Page 2492 D.R.D.C.T. from
which a 1/2 inch iron rod found capped "RPLS6013TX" bears N 00o34'01" W, a distance of 75.72 feet;
THENCE: S 00o34'01" E, with the west line of said Crow-Billingsley North Lake HB&T Joint Venture Tract and
the west line of a tract of land described in deed to Trammel Crow Company No. 43 Et al, recorded in Document
No. 20070001189 O.P.R.D.C.T., and passing a chain link fence corner post at the south corner of said Crow-
Billingsley North Lake HB&T Joint Venture Tract and the common northwest corner of said Trammel Crow
Company No. 43 Et al tract at a distance of 69.38 feet and continuing with the west line of said Trammel Crow
Company No. 43 Et al tract, a total distance of 169.15 feet to a 5/8 inch iron rod with Aluminum Cap stamped
"Frontier Surveying Company - RPLS 5991" set for corner from which a chain link fence post found bears N
83o16'45" W, a distance of 2.93 feet;
THENCE: S 30° 26'32" E, continuing with the West line of said Trammel Crow Company No. 43 Et al tract, a
distance of 678.19 feet to a 5/8 inch iron rod with Aluminum Cap stamped "Frontier Surveying Company - RPLS
5991" set at the southwest corner of said Trammel Crow Company No. 43 Et al tract from which a chain link fence
post bears S 39°51'52" E, a distance of 1.33 feet;
THENCE: S 89o46'16" E, with the south line of said Trammel Crow Company No. 43 Et al Tract, a distance of 66.07
feet to a point for corner;
1505488v.18 EFH100/52002
THENCE: S 30o30'02" E, over and across said Dallas Power & Light Company tract, a distance of 723.95 feet to the
POINT OF BEGINNING and containing 9.389 acres of land more or less.
1505488v.18 EFH100/520002
D
E
DEPICTION O
EXHIBIT B
OF EASEMENNT AREA
Line Name: ____________
Tract: 1b Easement #: _________
WA #: __________
1505488v.18 EFH100/52002
EASEMENT AND RIGHT OF WAY
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS §
That, City of Coppell, a Texas municipality, hereinafter called "Grantor," whether one or more, for and in
consideration of Ten and no/100 Dollars ($10.00) and other valuable consideration to Grantor in hand paid by
Oncor Electric Delivery Company LLC, a Delaware limited liability company, 1616 Woodall Rodgers Freeway,
Dallas, Texas 75202, hereinafter referred to as "Grantee", has granted, sold and conveyed and by these presents
does grant, sell and convey unto said Grantee, its successors and assigns, an easement and right-of-way for electric
transmission, distribution and communication lines, each consisting of a variable number of wires and cables,
together with all necessary or desirable appurtenances including supporting structures, foundations, guy wires and
guy anchorages (the "Facilities") over, under, across and upon all that certain tract(s) of land located in Dallas
County, Texas, more particularly described in Exhibits A and B, attached hereto and made part hereof.
Together with: (1) the right of ingress and egress over and along the easement and right-of-way and over
Grantor's adjacent lands to or from the easement and right-of-way, for the purpose of and with the right to construct,
operate, improve, reconstruct, replace, repair, inspect, patrol, maintain and add or remove such electric power and
communications lines or other Facilities as the Grantee may from time to time find necessary, convenient or
desirable to erect thereon during the initial construction of the Facilities or at any time thereafter; (2) the right to
install gates in all existing and future fences crossing the easement and right-of-way, provided such gates will be
installed in a manner that will not weaken such fences; (3) the right to relocate its facilities along the same general
direction of said lines; (4) the right to trim and cut down trees and shrubbery on the easement and right-of-way,
including by use of herbicides or other similar chemicals approved by the U. S. Environmental Protection Agency,
to the extent, in the sole judgment of the Grantee, necessary to prevent possible interference with the operation of
said lines or to remove possible hazard thereto; and (5) the right to remove at Grantor's expense or to prevent the
construction on the easement and right-of-way of any or all buildings, structures and obstructions.
Grantor shall not make or cause any changes in grade, elevation, or contour of the land (except those activities,
excluding terracing, associated with normal agricultural activities) within the easement and right-of-way described
herein without first providing advance notice and obtaining prior written consent to do so from Grantee. If written
consent is not obtained prior to any action by Grantor that causes any changes in grade, elevation, or contour of the
land within the easement and right-of-way, Grantor shall, upon demand from Grantee, at Grantor's expense, restore
the easement and right-of-way to its previously existing condition, or reimburse Grantee fully for the cost of
adjusting its Facilities as necessary to accommodate the change in grade, elevation, or contour of the land within the
easement and right-of-way in the event Grantor fails to promptly restore the grade, elevation, or contour to its
previously existing condition.
Grantor shall not perform any excavations, trenching, or other soil disturbing activities (except those
activities, excluding terracing, associated with normal agricultural activities) that, in the sole judgment of Grantee,
will endanger the integrity of the supporting structures and/or foundations or other Facilities, as applicable, or
perform any other activities that may, in the sole judgment of Grantee, remove, reduce, or adversely affect or impact
the lateral support of the supporting structures and/or foundations or other Facilities, as applicable, without first
providing advance notice and obtaining prior written consent to do so from Grantee. If prior written consent is not
obtained by Grantor prior to performing any excavation, trenching or other soil disturbing activity that endangers the
integrity of the supporting structures or foundations or other Facilities, as applicable, Grantor shall, upon demand
from Grantee, at Grantor's expense, restore the easement and right-of-way to its previously existing condition, or
reimburse Grantee fully for the cost of adjusting its Facilities as necessary to accommodate the excavation,
trenching, or soil disturbing activity in the event Grantor fails to promptly restore the easement and right-of-way to
its previously existing condition or cannot do so.
1505488v.18 EFH100/52002
Grantor reserves the right to use the easement and right of way area provided such use shall not include the
growing of trees thereon or any other use that might, in the sole judgment of the Grantee, interfere with the exercise
by the Grantee of the rights hereby granted. Grantor further reserves the right to lay out, dedicate, construct,
maintain and use across said strip such roads, streets, alleys, railroad tracks, underground telephone cables and
conduits and gas, water and sewer pipe lines as will not interfere with Grantee's use of said land for the purpose
aforesaid, provided all such facilities shall be located at angles of not less than 45 degrees to any of Grantee's lines,
and shall be so constructed as to provide with respect to Grantee's Facilities the minimum clearances provided by
law and recognized as standard in the electrical industry, as same may change from time to time. Grantor also
reserves the right to erect fences not more than 8 feet high across said land, provided all such fences shall have
gates, openings, or removable sections at least 16 feet wide which will permit Grantee reasonable access to all parts
of said land. Should Grantee later determine that a width greater than 16 feet is necessary, then Grantee shall have
the right granted above to install additional or wider gates at its sole discretion, but the installation of such additional
or wider gates shall be at the sole expense of Grantee.
Grantor retains all right, title, and interest in and to all oil, gas, and other minerals (whether by law
classified as part of the mineral estate or the surface estate) and groundwater in, on, and under the strip or land
described herein; provided, however, that Grantor shall not be permitted to drill for oil, gas, and other minerals, and
groundwater from and under said strip of land but Grantor may extract oil, gas, and other minerals, and groundwater
from and under said strip of land by directional drilling, mining, or other means, so long as Grantee's use of said
strip is not disturbed, which use shall include the right of Grantee to physical and/or lateral support for the Facilities,
as well as the right that the Facilities shall not be endangered, obstructed, or interfered with by such operations.
In addition to the consideration above recited for the easement and right-of-way hereby granted, the
Grantee will pay to the owner of the land, and, if leased, to his tenant, as they may be respectively entitled for actual
damages to fences and growing crops and improvements located on the easement and right-of-way caused by reason
of the construction, maintenance, addition or removal of said lines; provided, however, that no such payment will be
made for trimming or removal of trees growing on the easement and right-of-way, nor for removal of buildings,
structures, or obstructions erected upon the easement and right-of-way after granting of this easement and right-of-
way.
TO HAVE AND TO HOLD the above described easement and right-of-way unto the said Grantee, its
successors and assigns, until all of said lines and other Facilities shall be abandoned, and in that event said easement
and right-of-way shall cease and all rights herein granted shall terminate and revert to Grantor or Grantor's heirs,
successors or assigns; and Grantor hereby binds Grantor and Grantor's heirs, successors, assigns, and legal
representatives, to warrant and forever defend the above described easement and right-of-way unto Grantee, its
successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof.
This easement may be assigned in whole or in part.
EXECUTED this __ day of _________, A.D. 20__.
Grantor
City of Coppell,
a Texas municipality
By:
Name:
Title:
1505488v.18 EFH100/52002
ACKNOWLEDGEMENT
STATE OF TEXAS §
§
COUNTY OF DALLAS §
BEFORE ME, the undersigned authority, on this day personally appeared
__________________________________, as the ______________________________ of City of Coppell, a Texas
municipality, known to me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that he/she executed the same for the purposes and consideration therein expressed, in the
capacity therein stated and he/she is authorized to do so.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this __ day of _________, A. D. 20__.
___________________________________________
Notary Public in and for the State of Texas
After recording, return to:
Laura De La Paz
Oncor Electric Delivery Company
Suite 505
115 W 7th Street
Ft. Worth, Texas 76102
1505488v.18 EFH100/52002
EXHIBIT A
FIELD NOTE DESCRIPTION
BEING a 7.092 acre tract of land situated in the Francis Jones Survey, Abstract No. 674, in Dallas County, Texas,
and being a portion of a tract of land described as "EAST TRACT IB" in deed to the City of Coppell, recorded in
Document No. 20080370218 of the Official Public Records of Dallas County, Texas (O.P.R.D.C.T.) and being more
particularly described by metes and bounds as follows:
BEGINNING at a point (N = 7,029,964.34, E = 2,438,309.33) in the north line of said City of Coppell tract from
which a 3/4 inch iron rod found at the northwest corner of the Final Plat of Grand Hills Estates At Northlake Hills
Phase II, recorded in Volume 2005041, Page 185 of the Plat Records of Dallas County, Texas (P.R.D.C.T.) bears N
12o 29' 00" E, a distance of 1129.18 feet;
THENCE: East, with the North line of said City of Coppell tract, a distance of 251.43 feet to a point for corner;
THENCE: S 00o 22' 12" E, with said West line, a distance of 1228.42 feet to a point for corner;
THENCE: West, with the South line of said City of Coppell tract, a distance of 251.55 feet to a point for corner;
THENCE: N 00° 21' 52" W, over and across said City of Coppell tract, a distance of 1228.42 feet to the POINT OF
BEGINNING and containing 7.092 acres of land more or less.
1505488v.18 EFH100/520002
E
Depiction
EXHIBIT B
of Easemennt Area
Line Name: ____________
Tract: 1c Easement #: _________
WA #: __________
1505488v.18 EFH100/52002
EASEMENT AND RIGHT OF WAY
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS §
That, Luminant Generation Company LLC, a Texas limited liability company, hereinafter called
"Grantor," whether one or more, for and in consideration of Ten and no/100 Dollars ($10.00) and other valuable
consideration to Grantor in hand paid by Oncor Electric Delivery Company LLC, a Delaware limited liability
company, 1616 Woodall Rodgers Freeway, Dallas, Texas 75202, hereinafter referred to as "Grantee", has granted,
sold and conveyed and by these presents does grant, sell and convey unto said Grantee, its successors and assigns,
an easement and right-of-way for electric transmission, distribution and communication lines, each consisting of a
variable number of wires and cables, together with all necessary or desirable appurtenances including supporting
structures, foundations, guy wires and guy anchorages (the “Facilities”) over, under, across and upon all that certain
tract(s) of land located in Dallas County, Texas, more particularly described in Exhibits A and B, attached hereto
and made part hereof.
Together with: (1) the right of ingress and egress over and along the easement and right-of-way and over
Grantor's adjacent lands to or from the easement and right-of-way, for the purpose of and with the right to construct,
operate, improve, reconstruct, replace, repair, inspect, patrol, maintain and add or remove such electric power and
communications lines or other Facilities as the Grantee may from time to time find necessary, convenient or
desirable to erect thereon during the initial construction of the Facilities or at any time thereafter; (2) the right to
install gates in all existing and future fences crossing the easement and right-of-way, provided such gates will be
installed in a manner that will not weaken such fences; (3) the right to relocate its facilities along the same general
direction of said lines; (4) the right to trim and cut down trees and shrubbery on the easement and right-of-way,
including by use of herbicides or other similar chemicals approved by the U. S. Environmental Protection Agency,
to the extent, in the sole judgment of the Grantee, necessary to prevent possible interference with the operation of
said lines or to remove possible hazard thereto; and (5) the right to remove at Grantor's expense or to prevent the
construction on the easement and right-of-way of any or all buildings, structures and obstructions.
Grantor shall not make or cause any changes in grade, elevation, or contour of the land (except those activities,
excluding terracing, associated with normal agricultural activities) within the easement and right-of-way described
herein without first providing advance notice and obtaining prior written consent to do so from Grantee. If written
consent is not obtained prior to any action by Grantor that causes any changes in grade, elevation, or contour of the
land within the easement and right-of-way, Grantor shall, upon demand from Grantee, at Grantor’s expense, restore
the easement and right-of-way to its previously existing condition, or reimburse Grantee fully for the cost of
adjusting its Facilities as necessary to accommodate the change in grade, elevation, or contour of the land within the
easement and right-of-way in the event Grantor fails to promptly restore the grade, elevation, or contour to its
previously existing condition.
Grantor shall not perform any excavations, trenching, or other soil disturbing activities (except those
activities, excluding terracing, associated with normal agricultural activities) that, in the sole judgment of Grantee,
will endanger the integrity of the supporting structures and/or foundations or other Facilities, as applicable, or
perform any other activities that may, in the sole judgment of Grantee, remove, reduce, or adversely affect or impact
the lateral support of the supporting structures and/or foundations or other Facilities, as applicable, without first
providing advance notice and obtaining prior written consent to do so from Grantee. If prior written consent is not
obtained by Grantor prior to performing any excavation, trenching or other soil disturbing activity that endangers the
integrity of the supporting structures or foundations or other Facilities, as applicable, Grantor shall, upon demand
from Grantee, at Grantor’s expense, restore the easement and right-of-way to its previously existing condition, or
reimburse Grantee fully for the cost of adjusting its Facilities as necessary to accommodate the excavation,
trenching, or soil disturbing activity in the event Grantor fails to promptly restore the easement and right-of-way to
its previously existing condition or cannot do so.
1505488v.18 EFH100/52002
Grantor reserves the right to use the easement and right of way area provided such use shall not include the
growing of trees thereon or any other use that might, in the sole judgment of the Grantee, interfere with the exercise
by the Grantee of the rights hereby granted. Grantor further reserves the right to lay out, dedicate, construct,
maintain and use across said strip such roads, streets, alleys, railroad tracks, underground telephone cables and
conduits and gas, water and sewer pipe lines as will not interfere with Grantee's use of said land for the purpose
aforesaid, provided all such facilities shall be located at angles of not less than 45 degrees to any of Grantee's lines,
and shall be so constructed as to provide with respect to Grantee's Facilities the minimum clearances provided by
law and recognized as standard in the electrical industry, as same may change from time to time. Grantor also
reserves the right to erect fences not more than 8 feet high across said land, provided all such fences shall have
gates, openings, or removable sections at least 16 feet wide which will permit Grantee reasonable access to all parts
of said land. Should Grantee later determine that a width greater than 16 feet is necessary, then Grantee shall have
the right granted above to install additional or wider gates at its sole discretion, but the installation of such additional
or wider gates shall be at the sole expense of Grantee.
Grantor retains all right, title, and interest in and to all oil, gas, and other minerals (whether by law
classified as part of the mineral estate or the surface estate) and groundwater in, on, and under the strip or land
described herein; provided, however, that Grantor shall not be permitted to drill for oil, gas, and other minerals, and
groundwater from and under said strip of land but Grantor may extract oil, gas, and other minerals, and groundwater
from and under said strip of land by directional drilling, mining, or other means, so long as Grantee’s use of said
strip is not disturbed, which use shall include the right of Grantee to physical and/or lateral support for the Facilities,
as well as the right that the Facilities shall not be endangered, obstructed, or interfered with by such operations.
In addition to the consideration above recited for the easement and right-of-way hereby granted, the
Grantee will pay to the owner of the land, and, if leased, to his tenant, as they may be respectively entitled for actual
damages to fences and growing crops and improvements located on the easement and right-of-way caused by reason
of the construction, maintenance, addition or removal of said lines; provided, however, that no such payment will be
made for trimming or removal of trees growing on the easement and right-of-way, nor for removal of buildings,
structures, or obstructions erected upon the easement and right-of-way after granting of this easement and right-of-
way.
TO HAVE AND TO HOLD the above described easement and right-of-way unto the said Grantee, its
successors and assigns, until all of said lines and other Facilities shall be abandoned, and in that event said easement
and right-of-way shall cease and all rights herein granted shall terminate and revert to Grantor or Grantor's heirs,
successors or assigns; and Grantor hereby binds Grantor and Grantor’s heirs, successors, assigns, and legal
representatives, to warrant and forever defend the above described easement and right-of-way unto Grantee, its
successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof.
This easement may be assigned in whole or in part.
EXECUTED this __ day of _________, A.D. 20__.
Grantor
Luminant Generation Company LLC, a Texas
limited liability company
By:
Name:
Title:
1505488v.18 EFH100/52002
ACKNOWLEDGEMENT
STATE OF TEXAS §
§
COUNTY OF DALLAS §
BEFORE ME, the undersigned authority, on this day personally appeared
__________________________________, as the ______________________________ of Luminant Generation
Company LLC, a Texas limited liability company, known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration
therein expressed, in the capacity therein stated and he/she is authorized to do so.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this __ day of _________, A. D. 20__.
___________________________________________
Notary Public in and for the State of Texas
After recording, return to:
Laura De La Paz
Oncor Electric Delivery Company
Suite 505
115 W 7th Street
Ft. Worth, Texas 76102
1505488v.18 EFH100/52002
EXHIBIT A
FIELD NOTE DESCRIPTION
BEING a 6.951 acre tract of land situated in the Francis Jones Survey, Abstract No. 674, in Dallas County, Texas,
and being a portion of a called 490.6 acre tract of land described in deed to Dallas Power & Light Company,
recorded in Volume 4378, Page 372, of the Deed Records of Dallas County, Texas (D.R.D.C.T.) and being more
particularly described by metes and bounds as follows:
BEGINNING at a 5/8 inch iron rod with aluminum cap stamped "FRONTIER SURVEYING COMPANY RPLS -
5991" set (N = 7,028,735.94, E = 2,438,568.69) at the southwest corner of a tract of land described as "EAST
TRACT IB" in deed to the City of Coppell. recorded in Document No. 20080370218 Official Public Records Dallas
County, Texas (O.P.R.D.C.T.) and in the west line of the Final Plat of The Hollows of Valley Ranch Section Four,
recorded in Volume 95012, Page 6285 of the Plat Records of Dallas County, Texas (P.R.D.C.T.) from which a 3/4
inch iron rod found at the northwest corner of the Final Plat of Grand Estates At Northlake Hills Phase II, recorded
in Volume 2005041, Page 185 P.R.D.C.T. bears N 00°22'32" W, a distance of 2330.92 feet;
THENCE: S 00° 21' 19" E, with the west line of said Hollows of Valley Ranch Section Four and the west line of The
Final Plat of the Hollows of Valley Ranch, Amended, Section Two, Recorded in Volume 94067, Page 7887
P.R.D.C.T., a distance of 947.44 feet to a point at the southwest corner of said Hollows of Valley Ranch, Amended,
Section Two and the common northwest corner of The Amended Final Plat of Valley Ranch, Phase IV, 6th
Installment, from which a 1/2 inch iron rod found bears N 45°52'59" E, a distance of 1.00 foot;
THENCE: S 00° 21' 17" E, with the West line of said Valley Ranch Phase IV-6th Installment, a distance of 256.81
feet to a 1/2" iron rod found at the northeast corner of a tract of land conveyed to C W Shoreline Land, LTD.,
recorded in Document No. 201200024638 of the Official Public Records of Dallas County, Texas (O.P.R.D.C.T.);
THENCE: West, with the North line of said C W Shoreline Land, LTD. tract, a distance of 251.35 feet to a point for
corner;
THENCE: N 00° 21' 52" W, over and across said Dallas Power & Light Company, tract, a distance of 1204.26 feet
to a point for corner in the south line of said City of Coppell Tract;
THENCE: East, with the South line of said City of Coppell tract, a distance of 251.55 feet to the POINT OF
BEGINNING and containing 6.951 acres of land more or less.
Purchase and
1505488v.1
d Sale Agreement –
8 EFH100/5200
– North Lake
02
D
E
DEPICTION O
B-1
EXHIBIT B
OF EASEMENNT AREA
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 C-2
EXHIBIT C
NORTH LAKE PROPERTY
All of the parcels described in the following deeds:
1. Special Warranty Deed and Drainage Easement dated September 8, 2004 and recorded as Volume 2004178
Page 4 in the Real Property Records
2. Special Warranty Deed dated December 29, 2006 and recorded as Instrument No. 20070001188 in the Real
Property Records
3. Special Warranty Deed dated December 29, 2006 and recorded as Instrument No. 20070001190 in the Real
Property Records, as superseded by the Correction Special Warranty Deed dated December 29, 2006 and
recorded as Instrument No. 20070084853 in the Real Property Records
4. Special Warranty Deed dated December 29, 2006 and recorded as Instrument No. 20070001189 in the Real
Property Records
5. Special Warranty Deed dated December 29, 2006 and recorded as Instrument No. 20070001191 in the Real
Property Records
6. Special Warranty Deed dated December 29, 2006 and recorded as Instrument No. 20070001192 in the Real
Property Records
7. Special Warranty Deed dated December 29, 2006 and recorded as Instrument No. 20070001193 in the Real
Property Records
8. Special Warranty Deed dated December 29, 2006 and recorded as Instrument No. 20070001194 in the Real
Property Records
9. Mineral Deed dated December 29, 2006 and recorded as Instrument No. 20070001211 in the Real Property
Records
10. Mineral Deed dated December 29, 2006 and recorded as Instrument No. 20070001206 in the Real Property
Records
11. Mineral Deed dated December 29, 2006 and recorded as Instrument No. 20070001207 in the Real Property
Records
12. Mineral Deed dated December 29, 2006 and recorded as Instrument No. 20070001208 in the Real Property
Records
13. Mineral Deed dated December 29, 2006 and recorded as Instrument No. 20070001209 in the Real Property
Records
14. Mineral Deed dated December 29, 2006 and recorded as Instrument No. 20070001210 in the Real Property
Records
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 C-3
15. Mineral Deed dated December 28, 2006 and recorded as Instrument No. 20070001202 in the Real Property
Records
16. Mineral Deed dated December 29, 2006 and recorded as Instrument No. 20070001201 in the Real Property
Records
17. Mineral Deed dated December 29, 2006 and recorded as Instrument No. 20070001205 in the Real Property
Records
18. Mineral Deed dated December 29, 2006 and recorded as Instrument No. 20070001204 in the Real Property
Records
19. Mineral Deed dated December 29, 2006 and recorded as Instrument No. 20070001203 in the Real Property
Records
20. Mineral Deed dated December 29, 2006 and recorded as Instrument No. 20070001200 in the Real Property
Records
21. Mineral Deed dated December 29, 2006 and recorded as Instrument No. 20070001196 in the Real Property
Records
22. Mineral Deed dated December 29, 2006 and recorded as Instrument No. 20070001212 in the Real Property
Records
23. Mineral Deed dated December 29, 2006 and recorded as Instrument No. 20070001197 in the Real Property
Records
24. Mineral Deed dated December 29, 2006 and recorded as Instrument No. 20070001195 in the Real Property
Records
25. Mineral Deed dated December 29, 2006 and recorded as Instrument No. 20070001198 in the Real Property
Records
26. Mineral Deed dated December 29, 2006 and recorded as Instrument No. 20070001199 in the Real Property
Records
27. Special Warranty Deed with Easement Reservation and Restrictive Covenants dated November 21, 2008
and recorded as Instrument No. 20080370202 in the Real Property Records, including the save and except
tract for Pad Site D out of East 1B
28. Special Warranty Deed with Easement Reservation and Restrictive Covenants dated November 21, 2008
and recorded as Instrument No. 20080370203 in the Real Property Records, including the save and except
tract for Pad Site A out of the West Tract
29. Special Warranty Deed with Easement Reservation and Restrictive Covenants dated November 21, 2008
and recorded as Instrument No. 20080370204 in the Real Property Records
30. Special Warranty Deed with Restrictive Covenant dated November 21, 2008 and recorded as Instrument
No. 20080370205 in the Real Property Records
31. Special Warranty Deed dated November 21, 2008 and recorded as Instrument No. 20080370213 in the Real
Property Records
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 C-4
32. Special Warranty Deed dated November 21, 2008 and recorded as Instrument No. 20080370212 in the Real
Property Records
33. Special Warranty Deed dated November 21, 2008 and recorded as Instrument No. 20080370211 in the Real
Property Records
34. Special Warranty Deed dated November 21, 2008 and recorded as Instrument No. 20080370210 in the Real
Property Records
35. Special Warranty Deed dated November 21, 2008 and recorded as Instrument No. 20080370209 in the Real
Property Records
And the following parcels:
Pad Site B
BEING a 15.96 acre tract of land situated in the Jacob G. Carlock Survey, Abstract Number 312, and in Official City of Dallas
Block number 8461, in the City of Dallas, Dallas County, Texas, and being a part of that tract of land described in
Warranty Deed to Dallas Power & Light Company, as recorded in Volume 4414, Page 82, of the Deed Records of
Dallas County, Texas (D.R.D.C.T.), and being more particularly described as follows:
COMMENCING at 1/2 inch found iron rod with yellow plastic cap stamped "HALFF ASSOC INC." (hereinafter referred to as
"with cap") for the northeast corner of said Dallas Power & Light Company tract in Volume 4414, Page 82, said point
being on the west line of that tract of land described in deed to Dallas Power & Light Company, as recorded in
Volume 4404, Page 321, D.R.D.C.T.;
THENCE South 00 degrees 00 minutes 46 seconds West, passing the southeasterly right-of-way line of Belt Line Road (a
variable width right-of-way) at a distance of 132.72 feet, continuing in all a total distance of 663.10 feet to a 1/2 inch found
iron rod with cap stamped "RPLS 6013 TX" for the POINT OF BEGINNING;
THENCE South 00 degrees 00 minutes 00 seconds East, a distance of 846.81 feet to a found "X" cut for corner;
THENCE South 90 degrees 00 minutes 00 seconds West, a distance of 755.00 feet to a 1/2 inch found iron rod with cap
stamped "RPLS 6013 TX" for corner;
THENCE North 00 degrees 00 minutes 00 seconds West, a distance of 226.75 feet to a 1/2 inch set iron rod with cap for corner;
THENCE South 90 degrees 00 minutes 00 seconds West, a distance of 284.70 feet to a 1/2 inch set iron rod with cap for corner;
THENCE North 00 degrees 00 minutes 00 seconds West, a distance of 369.22 feet to a 1/2 inch set iron rod with cap for corner;
THENCE North 72 degrees 51 minutes 50 seconds East, a distance of 297.92 feet to a 1/2 inch found iron rod with cap stamped
"RPLS 6013 TX" for corner;
THENCE North 77 degrees 48 minutes 48 seconds East, a distance of 772.40 feet to the POINT OF BEGINNING and
CONTAINING 695,398 square feet or 15.96 acres of land, more or less.
The Basis of Bearing of this Survey is NAD 83 (1993) Texas State Plane North Central Zone 4202 as observed by GPS
from "DALLAS CORS ARP", "COLLIN CORS ARP", "ARLINGTON CORS", "DENTON CORS ARP". Convergence angle at
"DALLAS CORS ARP" is - 03 degrees 01 minutes 49.9 seconds as computed by Corpscon for Windows Version 6.0. All
coordinates shown are surface and may be converted to grid by dividing by the conversion factor of 0.99983043.
North Tract
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 C-5
BEING a 83.804 acre tract of land situated in the J.G. Carlock Survey, Abstract No. 312 Dallas County, Texas, and
being a portion of two tracts of land described as “Part A, Tract 1” and Part B” in deed to Dallas Power & Light
Company, recorded in Volume 4378, Page 374, of the Deed Records of Dallas County, Texas (D.R.D.C.T.), a
portion of a tract of land described in deed to Dallas Power & Light Company, recorded in Volume 4414, Page 82,
D.R.D.C.T., a portion of a tract of land described in deed to Dallas Power & Light Company, recorded in Volume
4404, Page 321, D.R.D.C.T., a portion of a tract of land described in deed to Dallas Power & Light Company,
recorded in Volume 4420, Page 549 D.R.D.C.T., and all of a tract of land described in deed to Dallas Power & Light
Company, recorded in Volume 4403, Page 618 D.R.D.C.T. Said 83.804 acre tract being more particularly described
by metes and bounds as follows:
BEGINNING at a 1/2” iron rod with orange plastic cap stamped “RPLS6013TX” found (N=7,030,067.46,
E=2,437,726.61) at the southeast corner of a tract of land described as “Tract 2” in deed to CW SHORELINE
LAND LTD., recorded in Document No. 201100289322 of the Official Public Records of Dallas County, Texas
(O.P.R.D.C.T.), and in the west Right-of-Way (R.O.W.) line of South Northlake Road described in deed to County
of Dallas, recorded in Volume 4669, Page 443 D.R.D.C.T. from which a 3/4 inch iron rod found (N=7,031,066.82,
E=2,438,553.41) at the northwest corner of the Grand Estates at Northlake Hills Phase II, recorded in Volume
2005041, Page 185 of the Plat Records of Dallas County, Texas (P.R.D.C.T.) and at the common northwest corner
of a tract of land described in deed to Dallas Power and Light Company, recorded in Volume 4378, Page 372
D.R.D.C.T. and in the south line of a tract of land described in deed to Crow-Billingsley Belt Line, LTD., recorded
in Volume 86068, Page 5186 O.P.R.D.C.T. bears S 22°27’13” E, a distance of 2164.75 feet, and from said 3/4” iron
rod found, another 3/4” iron rod found capped “PEWITT” bears S 32°30’57” W, a distance of 0.78 feet;
THENCE: with the west line of said South Northlake Road the following courses and distances;
S 00°39’12” E, a distance of 356.17 feet to a 5/8 inch iron rod with Aluminum Cap stamped “Frontier
Surveying Company – RPLS 5991” set for corner;
S 44°39’44” W, a distance of 127.14 feet to a 5/8 inch iron rod with Aluminum Cap stamped “Frontier
Surveying Company – RPLS 5991” set for corner;
S 00°20’16” E, a distance of 60.00 feet to a 5/8 inch iron rod with Aluminum Cap stamped “Frontier
Surveying Company - RPLS 5991” set at the southwest corner of said South Northlake Road R.O.W.;
THENCE: N 89°38’51” E, with the south line of said South Northlake Road R.O.W., a distance of 129.77 feet to a
1/2” iron rod with orange plastic cap stamped “RPLS6013TX” found at the northwest corner of a tract of land
described in deed to CROW-BILLINGSLEY NORTH LAKE HB&T JOINT VENTURE, recorded in Volume
90106, Page 2492 D.R.D.C.T.
THENCE: S 00°34’32” E, with the west line of said CROW-BILLINGSLEY NORTH LAKE HB&T JOINT
VENTURE tract, passing a 1/2” iron rod with orange plastic cap stamped “RPLS6013TX” found at a distance of
663.61 feet and continuing a total distance of 739.35 feet to a 5/8 inch iron rod with Aluminum Cap stamped
“Frontier Surveying Company – RPLS 5991” set for corner;
THENCE: WEST, over and across said Dallas Power and Light Company tract (Vol. 4420, Pg. 549), a distance of
868.99 to a point on the meander line of the easterly shoreline of North Lake established at an elevation of 509.00
feet and at the common northwest corner of a tract of land described as “STORAGE TRACT A” in deed to The City
of Coppell, recorded in Document No. 20080370218 O.P.R.D.C.T., from which a 1/2” iron rod with orange plastic
cap stamped “RPLS6013TX” found bears N 27°05’25” W, a distance of 85.21 feet;
THENCE: in a westerly direction, along said established 509.00 foot elevation meander line, the following courses
and distances listed as follows for reference purposes only;
N 45°51’26” W, a distance of 26.82 feet to a point for corner;
N 71°10’46” W, a distance of 48.60 feet to a point for corner;
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 C-6
S 89°35’20” W, a distance of 1138.02 feet to a point for corner;
S 89°49’54” W, a distance of 297.45 feet to a point for corner;
N 86°32’18” W, a distance of 126.25 feet to a point for corner;
N 79°16’20” W, a distance of 127.38 feet to a point for corner;
N 69°02’ 53” W, a distance of 269.56 feet to a point for corner;
THENCE: leaving said meanders, over and across said Dallas Power and Light (Vol. 4414, Pg. 82) the following
courses and distances;
NORTH, a distance of 242.44 feet to a 1/2” iron rod with orange plastic cap stamped “RPLS6013TX”
found for corner, from which an aluminum cap set in concrete called Northlake Monument No. 4 (NAD83
North Central Zone N=7,032,397.37, E=2,434,058.96), bears N 78°02’15” W, a distance of 866.11 feet;
EAST, a distance of 754.87 feet to an “x” cut found for corner;
NORTH, a distance of 846.67 feet to a 1/2” iron rod with orange plastic cap stamped “RPLS6013TX”
found for corner;
S 77°48’48” W, a distance of 772.27 feet to a 5/8 inch iron rod with Aluminum Cap stamped “Frontier
Surveying Company – RPLS 5991” set for corner;
NORTH, a distance of 379.00 feet to a 5/8 inch iron rod with Aluminum Cap stamped “Frontier Surveying
Company – RPLS 5991” set for corner in the south R.O.W. line of East Belt Line Road (a variable width
R.O.W.);
THENCE: N 67°22’19” E, with the south R.O.W. line of said East Belt Line Road, a distance of 924.30 feet to a
point at the west corner of a tract of land described in deed to UNIVERSITY BUSINESS PARK PHASE II,
recorded in Volume 94055, Page 3162 D.R.D.C.T, and at the beginning of a curve to the right having a radius of
1330.00 feet, a delta of 08°55’38”, a chord bearing of N 71°46’39” E, and a chord length of 207.02 feet;
THENCE: leaving the south R.O.W. line of said East Belt Line Road with said curve to the right and with the south
line of said UNIVERSITY BUSINESS PARK PHASE II, passing a 1/2” iron rod with orange plastic cap stamped
“RPLS6013TX” found at an arc length of 1.62 feet and continuing a total arc length of 207.23 feet to a 1/2” iron rod
with orange plastic cap stamped “RPLS6013TX” found at the northwest corner of a tract of land described as “Tract
1” in deed to CW SHORELINE LAND LTD., recorded in Document No. 201100289322 O.P.R.D.C.T.;
THENCE: leaving the south line of said UNIVERSITY BUSINESS PARK PHASE II with the west line of said
“Tract 1” the following courses and distances:
S 10°37’34” E, a distance of 144.20 feet to a 1/2” iron rod with orange plastic cap stamped
“RPLS6013TX” found for corner;
S 07°57’53” E, a distance of 246.27 feet to a 1/2” iron rod with orange plastic cap stamped
“RPLS6013TX” found at the southwest corner of said “Tract 1”;
THENCE: N 77°48’49” E, with the south line of said “Tract 1”, a distance of 1000.02 feet to a 5/8 inch iron rod
with Aluminum Cap stamped “Frontier Surveying Company – RPLS 5991” set for the southeast corner of said
“TRACT 1” and rejoining the south line of said UNIVERSITY BUSINESS PARK PHASE II at the beginning of a
non-tangent curve to the left having a radius of 2120.00 feet, a delta of 07°07’46”, a chord bearing of S 62°02’09”
E, and a chord length of 263.63 feet;
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 C-7
THENCE: with said curve to the left an arc length of 263.80 feet to a 1/2” iron rod with orange plastic cap stamped
“RPLS6013TX” found at the angle point in the north line of said “TRACT 2” (CW SHORELINE LAND LTD.,);
THENCE S 77°48’48” W, leaving the south line of said UNIVERSITY BUSINESS PARK PHASE II, with the
north line of said “TRACT 2”, a distance of 549.80 feet to a 1/2” iron rod with orange plastic cap stamped
“RPLS6013TX” found at the northwest corner of said “TRACT 2”;
THENCE: SOUTH, with the west line of said “TRACT 2”, a distance of 219.19 feet to a 1/2” iron rod with orange
plastic cap stamped “RPLS6013TX” found at the southwest corner of said “TRACT 2”;
THENCE: EAST, with the south line of said “TRACT 2”, a distance of 1036.92 feet to the POINT OF
BEGINNING and containing 83.804 acres of land more or less.
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 D-8
EXHIBIT D
SPECIAL WARRANTY DEED AND RIGHT OF FIRST REFUSAL AGREEMENT
After Recording, Return To:
Chicago Title Insurance Company
2828 Routh, Suite 800
Dallas, TX 75201
Attn: Joycelyn Armstrong
SPECIAL WARRANTY DEED AND RIGHT OF FIRST REFUSAL AGREEMENT
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS §
LUMINANT GENERATION COMPANY LLC, a Texas limited liability company (“Grantor”), for and
in consideration of the sum of $10.00 and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, has GRANTED, BARGAINED, SOLD, and CONVEYED and by these presents
does GRANT, BARGAIN, SELL, and CONVEY unto THE CITY OF COPPELL, TEXAS, a political subdivision
of the State of Texas (“Grantee”) the following property (collectively, the “Property”).
A. The tract or parcel of land in Dallas County, Texas, described in Exhibits A-1; A-2 and A-3 hereto
(the “Land”), together with (a) all improvements located thereon, but expressly excluding improvements and
structures owned by any tenant or any other third party, (b) all right, title, and interest of Grantor, if any, in and to
the rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances thereon or in any way
appertaining thereto, and (c) all right, title, and interest of Grantor, if any, in and to all strips and gores and any land
lying in the bed of any street, road or alley, open or proposed, adjoining such tract or parcel of land;
B. Without warranty, all of Grantor’s right, title and interest, if any, in and to the existing water
delivery pipeline and related improvements and fixtures running between the water intake structure on the Trinity
River located on the Pump Station Property identified on Exhibit A-2 hereto and the water outtake structure located
on the Dam Property identified on Exhibit A-1 hereto (the “Water Delivery Pipeline”);
C. Without warranty, all of Grantor’s right, title and interest, if any, in and to any existing water
delivery pipeline easements in which the Water Delivery Pipeline is located (collectively, the “Existing Water
Delivery Easements ”); and
D. A perpetual and non-exclusive easement in, on, under and across the property shown on Exhibit C
hereto (the “Plant Property”) 30 feet in width (15 feet on each side of the centerline of the portion of the Existing
Water Delivery Pipeline), including the right to construct, maintain, repair and replace the Plant Site Water Delivery
Pipeline (the “Plant Site Water Delivery Easement”).
E. Subject to the terms and conditions set forth herein, a perpetual and non-exclusive easement in, on
under and across the corridor shown on Exhibit D hereto (the “Easement Area”) solely for the following purposes
(the “Access Easement”): (A) ingress and egress to the Land for purposes of repairing, modifying, inspecting and
maintaining the dam and spillway and related structures on or adjacent to the Land (the “Dam Facilities”) and (B)
constructing, installing, maintaining, and replacing gravel or caliche roads necessary to permit Grantee to repair,
modify, inspect and maintain the Dam Facilities (the “Permitted Use”).
Grantee may at any time, at Grantee’s sole cost and expense, obtain an on-the-ground survey or plat of the
Plant Site Water Delivery Easement or any portion thereof in form reasonably acceptable to Grantor, for the purpose
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1505488v.18 EFH100/52002 D-9
of specifying the boundaries of the Plant Site Water Delivery Easement (or portion thereof, as applicable) and for
the purpose of identifying any features located within the Plant Site Water Delivery Easement and to locate any
below ground features and utilities (each, an “Easement Survey”). Grantor shall reasonably cooperate with Grantee
if and when Grantee elects to obtain any Easement Survey, and Grantor and Grantee shall thereafter enter into one
or more recordable modifications to this Deed, in form and substance reasonably acceptable to both parties, to
reflect the Easement Survey.
The Access Easement shall only be used for the Permitted Use and shall not be used by the general public
or for any recreational purpose. Grantee shall maintain any roads constructed by Grantee on the Easement Area,
which shall include periodic grading or blading and replacement of surface material where necessary and shall repair
any damage to any roads constructed by Grantor on the Easement Area. Grantee’s use of the Access Easement shall
not interfere with Grantor’s use of the Easement Area and areas adjacent to or in the proximity of the Easement Area
(“Adjacent Property”). Grantee shall avoid causing any damage to the Easement Area or any Adjacent Property,
or any improvements thereon. Grantee shall be solely responsible for providing for the safety of its representatives
and agents and all other persons using the Access Easement at the request or direction of Grantee (each, “Grantee
Party”). Grantor reserves the right to relocate, at Grantee’s sole cost and expense, the Easement Area to another
location that provides access to the Dam Facilities, such relocation to be conclusively established by recordation by
Grantor of an instrument in the real property records of Dallas, County, Texas showing the relocated Easement
Area. Grantor reserves the right to limit access to the Easement Area through construction of a gate or other means
of access control so long as Grantee is provided a reasonable means to access the Easement Area. Grantee shall not
access the Easement Area unless Grantee has in effect the following insurance coverage: comprehensive commercial
general liability insurance (including property damage, bodily injury and personal injury coverage) in amounts of
$1,000,000 per occurrence in primary coverage, with an additional $5,000,000 in umbrella coverage insuring
Grantee, Grantor and Grantors agents, representatives and affiliates (and naming Grantor as additional insured),
against all liability for injury to or death of a person or persons or damage to property and contractual liability
insurance sufficient to cover Grantee’s indemnity obligations hereunder if not already included in Grantee’s
commercial general liability insurance policy; commercial auto liability insurance covering automobiles owned,
hired or used by Grantee with limits not less than $1,000,000 combined single limit for each accident; worker’s
compensation insurance required by applicable law or employer’s liability insurance with limits of at least
$1,000,000 and such other coverage as Grantor may from time to time reasonably require. Grantee’s insurance shall
provide primary coverage to Grantor when any policy issued to Grantor provides duplicate or similar coverage, and
in such circumstance Grantor’s policy will be excess over Grantee’s policy. Grantee shall furnish certificates of
such insurance and such other evidence satisfactory to Grantor of the maintenance of all insurance coverages
required hereunder, and Grantee shall use reasonable efforts to obtain a written obligation on the part of each
insurance company to notify Grantor at least 30 days before cancellation or a material change of any such insurance.
All such insurance policies shall be in form, and issued by companies, reasonably satisfactorily to Grantor. To the
extent permitted by applicable law, Grantee shall defend, indemnify and hold harmless Grantor and its
representatives, agents and affiliates from and against all claims, demands, liabilities, causes of action, suits,
judgments, and expenses (including attorneys’ fees) for any injury to or death of any person or persons or to damage
to or theft, destruction, loss, or loss of use of any property or inconvenience (a “Loss”) arising from any act or
omission by a Grantee Party on the Easement Area or the Adjacent Property or from Grantee’s failure to perform its
obligations hereunder, even if caused or alleged to be caused by the joint, comparative, or concurrent
negligence or fault of Grantor or its representatives, agents or affiliates, and even though any such claims,
cause of action, or suit is based upon or alleged to be based upon the strict liability of Grantor or its
representatives, agents or affiliates (other than a Loss arising from the sole or gross negligence of Grantor or
its representatives, agents or affiliates). This indemnity provision is intended to indemnify Grantor and its
representatives, agents and affiliates against the consequences of their own negligence or fault as provided
above when Grantor or its representatives, agents or affiliates are jointly, comparatively, or concurrently
negligent with Grantee. Grantee’s obligation to indemnify Grantor shall be payable solely from any of Grantor’s
unrestricted funds legally available therefor, including, without limitation, its water and sewer revenues. If Grantee
fails to perform any obligation concerning the Access Easement or its use thereof, Grantor shall have the right, but
not the obligation, to restrict Grantee’s access to the Easement Area or to perform the obligation and be reimbursed
for the reasonable cost of that performance by Grantee within ten days after receipt of a statement therefor along
with any documentation substantiating the costs incurred by Grantor reasonably requested by Grantee. Thereafter,
interest shall accrue upon any unpaid amounts at a rate equal to the lesser of 1) eighteen percent (18%) per annum or
2) the maximum rate permitted by law.
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1505488v.18 EFH100/52002 D-10
This Special Warranty Deed and the conveyance hereinabove set forth is executed by Grantor and accepted
by Grantee subject to all easements, restrictions, reservations and covenants now of record and further subject to all
matters that a current, accurate survey of the Property would show, together with the matters described in Exhibit B
hereto and incorporated herein by this reference, to the extent the same are validly existing and applicable to the
Property (hereinafter referred to collectively as the “Permitted Exceptions”).
Grantee acknowledges that Grantee has independently and personally inspected the Property. The Property
is hereby conveyed to and accepted by Grantee in its present condition, “AS IS, WITH ALL FAULTS, AND
WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED.” Notwithstanding anything
contained herein to the contrary, it is understood and agreed that Grantor and Grantor’s agents or employees have
never made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of
any kind or character, express or implied, oral or written, with respect to the Property, including, but not limited to,
warranties, representations or guaranties as to (1) matters of title (other than Grantor’s warranty of title set forth
herein), (2) environmental matters relating to the Property or any portion thereof, including, without limitation, the
presence of Hazardous Materials (as defined in the purchase and sale agreement, the “Sale Agreement” between
Grantor and Grantee) in, on, under or in the vicinity of the Property, (3) geological conditions, including, without
limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the
withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (4) whether, and to
the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of
water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (5) drainage, (6) soil conditions,
including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to
landslides, or the sufficiency of any undershoring, (7) the presence of endangered species or any environmentally
sensitive or protected areas, (8) zoning or building entitlements to which the Property or any portion thereof may be
subject, (9) the availability of any utilities to the Property or any portion thereof including, without limitation, water,
sewage, gas and electric, (10) usages of adjoining property, (11) access to the Property or any portion thereof,
(12) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description,
suitability, structural integrity, operation, title to, or physical or financial condition of the Property or any portion
thereof, or any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the
Property or any part thereof, (13) the condition or use of the Property or compliance of the Property with any or all
federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other
similar laws, (14) the existence or non-existence of underground storage tanks, surface impoundments, or landfills,
(15) any other matter affecting the stability and integrity of the Property, (16) the potential for further development
of the Property, (17) the merchantability of the Property or fitness of the Property for any particular purpose,
(18) the truth, accuracy or completeness of the Property Documents, (19) tax consequences, or (20) any other matter
or thing with respect to the Property. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE SALE
AGREEMENT, GRANTOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO
GRANTEE, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE
PROPERTY, OR ITS SUITABILITY FOR ANY PARTICULAR PURPOSE OR OF
MERCHANTABILITY. GRANTEE IS RELYING ON ITS INVESTIGATIONS OF THE PROPERTY IN
DETERMINING WHETHER TO ACQUIRE IT. THE PROVISIONS OF THIS PARAGRAPH ARE A
MATERIAL PART OF THE CONSIDERATION FOR GRANTOR EXECUTING THIS SPECIAL
WARRANTY DEED, AND SHALL SURVIVE CLOSING.
Grantee hereby FOREVER RELEASES AND DISCHARGES Grantor, its partners, shareholders,
members, managers, owners, officers, directors, agents, employees, controlling persons and affiliates and all of their
respective predecessors-in-interest from all responsibility and liability relating to the physical, environmental or
legal compliance status of the Property, whether arising before or after the date hereof, and liabilities under the
Comprehensive Environmental Response, Compensation and Liability Act Of 1980 (42 U.S.C. Sections 9601 et
seq.), as amended (“CERCLA”), regarding the condition, valuation, salability or utility of the Property, or its
suitability for any purpose whatsoever (including, but not limited to, with respect to the presence in the soil, air,
structures and surface and subsurface waters, of Hazardous Materials or other materials or substances that have been
or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to
be specially treated, handled and/or removed from the Property under current or future federal, state and local laws,
regulations or guidelines, and any structural and geologic conditions, subsurface soil and water conditions and solid
and hazardous waste and Hazardous Materials on, under, adjacent to or otherwise affecting the Property). Grantee
further hereby WAIVES any and all objections and complaints (including, but not limited to, federal, state and local
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1505488v.18 EFH100/52002 D-11
statutory and common law based actions, and any private right of action under any federal, state or local laws,
regulations or guidelines to which the Property is or may be subject, including, but not limited to, CERCLA
concerning the physical characteristics and any existing conditions of the Property, whether arising before or after
the date hereof. Grantee further hereby assumes the risk of changes in applicable laws and regulations relating to
past, present and future environmental conditions on the Property and the risk that adverse physical characteristics
and conditions, including, without limitation, the presence of Hazardous Materials or other contaminants, may not
have been revealed by its investigation. For purposes hereof, “Hazardous Materials” means “Hazardous Material,”
“Hazardous Substance,” “Pollutant or Contaminant,” and “Petroleum” and “Natural Gas Liquids,” as those terms are
defined or used in Section 101 of CERCLA, and any other substances regulated because of their effect or potential
effect on public health and the environment, including, without limitation, PCBs, lead paint, asbestos, urea
formaldehyde, radioactive materials, putrescible materials, and infectious materials.
Grantor hereby reserves and excludes from the conveyance hereunder for the benefit of Grantor and
Grantor’s successors and assigns forever all of the underground water and all oil, gas and other minerals in, on,
under and that may be produced from the Property including the right to pool or unitize the Property or portions
thereof with other lands for the purpose of exploration, production and development of underground water, oil, gas
and other minerals; provided, however, Grantor, with respect to its right, title and interest in the underground water
and oil, gas, and other minerals that are in, under and that may be produced from the Property (Grantor’s right, title
and interest in the underground water and oil, gas, and other minerals that are in, under and that may be produced
from the Property being referred to herein as the “Severed Interests”), hereby waives, releases and relinquishes the
right to enter upon or use the surface of the Property or any portion of the surface estate for any purpose including,
without limitation, for the purpose of mining, drilling, exploring, producing, storing, processing, removing,
transporting, marketing or developing the Severed Interests or the water or hydrocarbons produced therefrom (herein
referred to as “Surface Operations”). Notwithstanding anything herein to the contrary, the foregoing shall not be
construed as waiving, releasing or relinquishing in any way any of the Severed Interests or Grantor’s rights to use,
explore for, develop and produce the Severed Interests, by pooling, or by wells drilled and other subsurface
operations in and under the Property (including, without limitation, directional or horizontal drilling techniques,
fracturing and other completion operations) originating from surface locations not on the Property; provided,
however, that the well bore for any underground water or oil or gas well that enters the subsurface of the Property
shall be at a depth of at least 3,000 feet below the surface of the Property.
Grantor hereby grants to Grantee a right of first refusal to purchase all of Grantor’s right, title and interest
in and to the Grantor Restricted Property shown on Exhibit E hereto (the “ROFR Property”) or any portion which
Grantor determines to sell, on the terms and conditions set forth herein. If Grantor receives a Purchase Offer (as
defined below) that Grantor wishes to accept, Grantor shall deliver written notice thereof to Grantee (a “Transfer
Notice”), containing all of the material terms of the Purchase Offer. The Transfer Notice shall set forth the terms and
conditions of the Purchase Offer and shall state that Grantor offers to sell to Grantee the portion of the ROFR
Property included in the Purchase Offer (the “Affected Property”), on such terms and conditions. Within 15 days
following Grantor’s delivery to Grantee of the Transfer Notice (the “Acceptance Period”), Grantee, at its option by
written notice to Grantor, may elect to purchase the Affected Property, on the same terms and conditions contained
in the Transfer Notice. If Grantor does not receive Grantee’s written notice of such election before the expiration of
the Acceptance Period, Grantee’s rights under this Section shall terminate with respect to the Affected Property and
Grantor shall have the right to close the sale of the Affected Property free and clear of Grantee’s right of first refusal
on the terms and conditions of the Purchase Offer (with minor amendments, if any, not effecting a material
improvement in the purchaser’s purchase rights, it being agreed and acknowledged that a decrease in the purchase
price not in excess of 10% shall not constitute a material improvement in purchaser’s purchase right) within 270
days (the “Sale Period”) after the date of the Transfer Notice free of Grantee’s right of first refusal. If Grantor’s
sale of the Affected Property is not closed on such terms (as such terms may be amended pursuant to the preceding
sentence) within the Sale Period, Grantee’s right of first refusal shall apply once again on the terms of this paragraph
to the sale of all or any portion of the ROFR Property. Notwithstanding anything herein to the contrary, Grantee’s
rights under this paragraph shall not apply to (a) any conveyance, transfer or assignment of the ROFR Property, or
any part thereof, to any Related Party of Grantor or to Oncor Electric Delivery Company LLC (“Oncor”) or a
Related Party of Oncor or to a purchaser or owner of any portion of the “Mineral Estate” described in that certain
Surface Use Agreement of even date herewith among Grantor, Grantee and others (the “Surface Use Agreement”),
(b) any transaction in which all or a portion of the ROFR Property is being sold with other property, (c) the granting
of any liens or security interest pursuant to a deed of trust, mortgage or other encumbrance of the ROFR Property, or
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1505488v.18 EFH100/52002 D-12
any part thereof, to secure the repayment of any loans or credit provided or extended to Grantor or any of Grantor’s
Related Parties or Successors, or (d) any sale of the ROFR Property, or any part thereof, upon foreclosure under a
deed of trust or mortgage (or conveyance in lieu thereof); however, the grantee, transferee or purchase of the ROFR
Property, or any part thereof, under the transaction described in the preceding clause (a) only shall acquire the
ROFR Property or party thereof subject to Grantee’s rights under this paragraph. Grantee acknowledges and agrees
that if Grantor sells the Affected Property to Grantee pursuant to this paragraph, Grantee shall accept the Affected
Property “AS IS, WHERE IS, WITH ALL FAULTS.” Grantee has not relied and will not rely on, and Grantor has
not made and is not liable for or bound by, any express or implied warranties, guarantees, statements,
representations or information pertaining to the Affected Property or relating thereto made or furnished by Grantor
or any real estate broker, agent or third party representing or purporting to represent Grantor, to whomever made or
given, directly or indirectly, orally or in writing. Grantee represents it is a knowledgeable, experienced and
sophisticated purchaser of real estate and it is relying solely on its own expertise and that of Grantee’s consultants in
purchasing the Affected Property and shall make an independent verification of the accuracy of any documents and
information provided by Grantor. Grantee will conduct such inspections and investigations of the Affected Property
as it deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely
upon same. Grantee acknowledges Grantor has afforded Grantee a full opportunity to conduct such investigations of
the Affected Property as Grantee deemed necessary to satisfy itself as to the condition of the Affected Property and
the existence or non-existence of curative action to be taken with respect to any Hazardous Materials on or
discharged from the Affected Property, and will rely solely upon same and not upon any information provided by or
on behalf of Grantor or its agents or employees with respect thereto. Upon closing of the sale of the Affected
Property, Grantee shall assume the risk that adverse matters, including, but not limited to, adverse physical or
construction defects or adverse environmental, health or safety conditions may not have been revealed by its
inspections and investigations. Grantee’s rights under this paragraph shall automatically terminate if Grantee fails to
enter into a purchase and sale agreement in Grantor’s standard form with such modifications thereof as are reflected
in the Purchase Offer or as Grantor and Grantee may agree prior to the expiration of such ten business day period
following written notification by Grantee to purchase the Affected Property (the “ROFR Contract”), incorporating
the terms and conditions set forth in the Transfer Notice, (a) if Grantee breaches the Surface Use Agreement and
Grantee has not cured such breach within five days following notice of such breach from Grantor to Grantee, or (b)
if Grantee’s rights under this paragraph have not previously terminated, the date on which Grantee terminates its
obligation to purchase the Affected Property under the ROFR Contract, to the extent Grantee has such termination
right, for any reason other than Grantor’s failure to convey the Affected Property to Grantee at the closing
thereunder. Time shall be of the essence with respect to the exercise and performance of Grantor’s and Grantee’s
rights and obligations hereunder. Unless earlier terminated as provided herein, the rights herein granted shall be in
full force and effect for a term of twenty-five (25) years, after which time the rights granted in the paragraph shall
terminate and be of no further force and effect. Upon the termination of Grantee’s rights under this paragraph as to
the ROFR Property or the Affected Property, as applicable, and within ten business days following Grantor’s written
request therefor, Grantee shall execute such instruments or other documents further evidencing such termination. If
Grantor fails to execute such instruments or other documents evidencing such termination, Grantor shall have the
right to record in the real property records of Dallas County, Texas an affidavit stating that the rights granted
pursuant to this paragraph have terminated, following which recording, the ROFR Property shall no longer be
encumbered by this paragraph, but Grantor shall remain liable to Grantee for any wrongful filing of such affidavit.
Grantor and Grantee each warrant and represent to the other that it has not dealt with any broker or agent in
connection with the negotiation or execution of this paragraph. Additionally, Grantor shall not be obligated to pay a
commission with respect to the Affected Property if Grantee elects to purchase the Affected Property pursuant to
this paragraph and Grantee’s rights under this paragraph shall immediately terminate if any broker or agent claims
any right to a commission in connection with the sale of the Affected Property. As used in this paragraph,
“Purchase Offer” shall mean a bona fide, written offer by an unrelated third-party (a “Third-Party”) to purchase
from Grantor all of Grantor’s right, title and interest in and to the ROFR Property that does not include other
property; “Related Parties and Successors” shall mean, with respect to a party, such party’s parents, affiliates,
assignees, associated companies, and the predecessor and successor entities for each and every one of those entities
(each, a “Related Party”).
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE
CONVEYANCE OF THE WATER DELIVERY PIPELINE AND EXISTING WATER DELIVERY
EASEMENTS PURSUANT TO THIS DEED IS MADE BY GRANTOR, AND GRANTEE HAS ACCEPTED
THE CONVEYANCE OF THE WATER DELIVERY PIPELINE AND EXISTING WATER DELIVERY
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1505488v.18 EFH100/52002 D-13
EASEMENTS, WITHOUT ANY RECOURSE, REPRESENTATION, COVENANT, OR WARRANTY OF
TITLE, EXPRESS OR IMPLIED, AND GRANTOR SPECIFICALLY EXCLUDES, NEGATES AND
DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED,
ARISING BY COMMON LAW, PURSUANT TO SECTION 5.023 OF THE TEXAS PROPERTY CODE
OR OTHERWISE, REGARDING TITLE TO THE WATER DELIVERY PIPELINE AND EXISTING
WATER DELIVERY EASEMENTS. WITHOUT LIMITING THE FOREGOING, ANY COVENANT OR
WARRANTY OF TITLE IMPLIED BY STATUTE OR LAW BY THE USE HEREIN OF THE WORDS
“GRANT” OR “CONVEY” OR OTHER SIMILAR WORDS ARE HEREBY EXPRESSLY DISCLAIMED,
WAIVED AND NEGATED WITH RESPECT TO THE WATER DELIVERY PIPELINE AND EXISTING
WATER DELIVERY EASEMENTS. THIS CONVEYANCE IS MADE WITH FULL SUBSTITUTION
AND SUBROGATION OF GRANTEE, AND ITS SUCCESSORS AND ASSIGNS, IN, TO AND UNDER
ALL COVENANTS AND WARRANTIES BY OTHERS (NOT AFFILIATED WITH GRANTOR)
HERETOFORE GIVEN OR MADE IN RESPECT OF THE TITLE TO THE WATER DELIVERY
PIPELINE AND EXISTING WATER DELIVERY EASEMENTS, ANY PART THEREOF, OR ANY
INTEREST THEREIN.
TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances
thereunto in anywise belonging, unto Grantee, its successors and assigns forever, and Grantor does hereby bind
itself, its successors and assigns, to WARRANT AND FOREVER DEFEND all and singular the title to the Property
unto the said 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 but not otherwise, subject to the Permitted Exceptions.
Grantee’s address is: __________________________.
EXECUTED as of _____________________, 20__.
LUMINANT GENERATION COMPANY LLC, a Texas
limited liability company
By:
Name:
Title:
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on _____________, 20__, by
______________________________, ____________________ of LUMINANT GENERATION COMPANY LLC,
a Texas limited liability company, on behalf of said limited liability company.
Notary Public, State of Texas
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1505488v.18 EFH100/52002 D-14
Agreed and acknowledged on __________________, 20__.
THE CITY OF COPPELL, TEXAS
By: ______________________________________________
Name: ____________________________________________
Title: _____________________________________________
THE STATE OF TEXAS §
§
COUNTY OF DALLAS §
The foregoing instrument was acknowledged before me on _______________________, 20__, by
____________________, _______________ of the City of Coppell, a political subdivision of the State of Texas, on
behalf of the City of Coppell.
_________________________________________________
Notary Public, State of Texas
Printed Name: ______________________________________
My commission expires: ______________________________
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1505488v.18 EFH100/52002 D-15
EXHIBIT A-1
DAM PROPERTY
Tract 1
BEING a 39.638 acre tract of land situated in the G. Hendricks Survey, Abstract No. 630, the J.G. Carlock Survey,
Abstract No. 312 and the Francis Jones Survey, Abstract No. 674 in Dallas County, Texas, and being a portion of a
tract of land described in deed to Dallas Power & Light Company, recorded in Volume 4378, Page 372, of the Deed
Records of Dallas County, Texas (D.R.D.C.T.), and a portion of a tract of land described in deed to Dallas Power &
Light Company, recorded in Volume 4420, Page 549 D.R.D.C.T. Said 39.638 acre tract being more particularly
described by metes and bounds as follows:
BEGINNING at a 3/4 inch iron rod found (N=7,031,066.82, E=2,438,553.41) at the northwest corner of the Grand
Estates at Northlake Hills Phase II, recorded in Volume 2005041, Page 185 of the Plat Records of Dallas County,
Texas (P.R.D.C.T.) and in the south line of a tract of land described in deed to Crow-Billingsley Belt Line, LTD.,
recorded in Volume 86068, Page 5186 of the Official Public Records of Dallas County, Texas (O.P.R.D.C.T.) from
which a 3/4" iron rod found capped "PEWITT" bears S 32o30'57" W, a distance of 0.78 feet;
THENCE: S 00° 22' 55" E, with the West line of said Grand Estates at Northlake Hills Phase II, a distance of
1102.51 feet to a 5/8 inch iron rod with Aluminum Cap stamped "'Frontier Surveying Company - RPLS 5991" set
for the southeast corner of this tract and the northeast corner of a tract of land described as "East Tract IB" in deed to
the City of Coppell, recorded in Document No. 20080370218 O.P.R.D.C.T.;
THENCE: WEST, with the north line of said City of Coppell tract, a distance of 734.96 feet to a point on the
meander line of the easterly shoreline of North Lake established at an elevation of 509.00 feet and the common
northwest corner of said City of Coppell tract;
THENCE: in a northerly direction, along said established 509.00 foot elevation meander line, the following courses
and distances listed as follows for reference purposes only;
N 26o13'37" W, a distance of 1853.70 feet to a point for corner;
N 75o06'50" W, a distance of 32.32 feet to a point for corner;
N 20o52'39" E, a distance of 46.22 feet to a point for corner;
S 77o50'52" W. a distance of 61.00 feet to a point for corner;
N 22°55'50" W, a distance of 39.04 feet to a point for corner;
N 53°58'22" E, a distance of 31.31 feet to a point for corner;
N 16o22'22" E a distance of 24.51 feet to a point for corner;
N 26o38'33" W, a distance of 87.99 feet to a point for corner;
THENCE: EAST over and across said Dallas Power & Light Company, tract, a distance of 868.99 feet to a 5/8 inch
iron rod with Aluminum Cap stamped "Frontier Surveying Company - RPLS 5991" set in the west line of a tract of
land described as "Tract 4", in deed to Crow-Billingsley North Lake HB&T Joint Venture, recorded in Volume
90106, Page 2492 D.R.D.C.T. from which a 1/2 inch iron rod found capped "RPLS6013TX" bears N 00°34'01" W, a
distance of 75.72 feet;
THENCE: S 00o34'01" E. with the West line of said Crow-Billingsley North Lake HB&T Joint Venture Tract and
the west line of a tract of land described in deed to Trammel Crow Company No. 43 Et al, recorded in Document
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1505488v.18 EFH100/52002 D-16
No. 20070001189 O.P.R.D.C.T., and passing a chain link fence corner post at the south corner of said Crow-
Billingsley North Lake HB&T Joint Venture Tract and the common northwest corner of said Trammel Crow
Company No. 43 Et al tract at a distance of 69.38 feet and continuing with the west line of said Trammel Crow
Company No. 43 Et al tract, a total distance of 169.15 feet to a 5/8 inch iron rod with Aluminum Cap stamped
"Frontier Surveying Company – RPLS 5991" set for corner from which a chain link fence post found bears N 83°
16'45" W, a distance of 2.93 feet;
THENCE: S 30° 26' 32" E, continuing with the West line of said Trammel Crow Company No. 43 Et al tract, a
distance of 678.19 feet to a 5/8 inch iron rod with Aluminum Cap stamped "Frontier Surveying Company - RPLS
5991" set at the southwest corner of said Trammel Crow Company No. 43 Et al tract from which a chain link fence
post bears S 39o51'52" E, a distance of 1.33 feet;
THENCE: S 89° 46' 16" E, with the south line of said Trammel Crow Company No. 43 Et al tract and the south line
of said Crow-Billingsley Belt Line, LTD. tract, passing a 3/8 inch iron rod found at the southeast corner of said
Trammel Crow Company No. 43 Et al tract and the common southwest corner of said Crow-Billingsley Belt Line,
LTD. tract at a distance of 201.31 feet, and continuing with the south line of said Crow-Billingsley Belt Line, LTD.
tract a total distance of 429.36 feet to the POINT OF BEGINNING and containing 39.638 acres of land more or less.
Tract 2
BEING a 16.014 acre tract of land situated in the Francis Jones Survey, Abstract No. 674, in Dallas County, Texas,
and being a portion of a called 490.6 acre tract of land described in deed to Dallas Power & Light Company,
recorded in Volume 4378, Page 372, of the Deed Records of Dallas County, Texas (D.R.D.C.T.) and being more
particularly described by metes and bounds as follows:
BEGINNING at a 5/8 inch iron rod with aluminum cap stamped "FRONTIER SURVEYING COMPANY - RPLS
5991" set (N = 7,028,735.94, E = 2,438,568.69) at the southwest corner of a tract of land described as "EAST
TRACT 1B" in deed to the City of Coppell, recorded in Document No. 20080370218 Official Public Records Dallas
County, Texas (O.P.R.D.C.T.) and in the west line of the Final Plat of The Hollows of Valley Ranch Section Four,
recorded in Volume 95012, Page 6285 of the Plat Records of Dallas County, Texas (P.R.D.C.T.) from which a 3/4
inch iron rod found at the northwest corner of the Final Plat of Grand Estates At Northlake Hills Phase II, recorded
in Volume 2005041, Page 185, P.R.D.C.T. bears N 00o22'32" W, a distance of 2330.92 feet;
THENCE: S 00o 21' 19" E, with the west line of said Hollows of Valley Ranch Section Four and the west line of The
Final Plat of the Hollows of Valley Ranch, Amended, Section Two, Recorded in Volume 94067, Page 7887,
P.R.D.C.T., a distance of 947.44 feet to a point at the southwest corner of said Hollows of Valley Ranch, Amended,
Section Two and the common northwest corner of The Amended Final Plat of Valley Ranch, Phase IV, 6th
Installment, recorded in Volume 94197, Page 2086, P.R.D.C.T. from which a 1/2 inch iron rod found bears N
45o52'59" E, a distance of 1.00 foot;
THENCE: S 00° 21' 7" E, with the West line of said Valley Ranch Phase IV-6th Installment, a distance of 256.81
feet to a 1/2 inch iron rod found at the northeast corner of a tract of land conveyed to C W Shoreline Land, LTD.,
recorded in Document No. 201200024638 of the Official Public Records of Dallas County, Texas (O.P.R.D.C.T.):
THENCE: West, with the North line of said C W Shoreline Land, LTD. tract, a distance of 384.77 feet to a point on
the meander line of the easterly shoreline of North Lake established at an elevation of 509.00 feet;
THENCE: in a northerly direction, along said established 509.00 foot elevation meander line, the following courses
and distances for listed for reference purposes only;
N 08° 40' 03" W, a distance of 26.24 feet to a point for corner;
N 46° 36' 01" W, a distance of 203.92 feet to a point for corner;
N 35° 50' 06" W, a distance of 164.27 feet to a point for corner;
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 D-17
N 17° 52' 45" W, a distance of 169.59 feet to a point for corner;
N 01° 14' 05" W. a distance of 183.97 feet to a point for corner;
N 20° 00' 12" E, a distance of 166.36 feet to a point for corner;
N 27° 09' 58" E, a distance of 453.36 feet to a point at the southwest corner of said City of Coppell
tract;
THENCE: East, with the South line of said City of Coppell tract, a distance of 417.73 feet to the POINT OF
BEGINNING and containing 16.014 acres of land more or less.
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 D-8
EXHIBIT A-2
PUMP STATION PROPERTY
That certain tract of land lying and situated in Dallas County, Texas, being a part of that certain 11.62 acre tract of
land in the W. Perry Survey, Abstract No. 1152 conveyed to the City of Dallas by A.G. Kirksey, et ux, by a deed of
record in Volume 540, Page 21, Deed Records of Dallas County, Texas, and more particularly described by metes
and bounds as follows:
BEGINNING at a point in the most westerly line of the said 11.62 acre tract, 89.0 feet N 0o 03’ W of the extreme
southwest corner thereof located in the old Dallas-Denton Road;
THENCE N 0o 03’ W along the most westerly line of the said 11.62 acre tract, a distance of 111.0 feet to an iron pin
set in concrete;
THENCE N 46o 57’ E, continuing with the boundary line of the said 11.62 acre tract, a distance of 290.0 feet to a
point for corner;
THENCE S 43o 03’ E, 40.7 feet to a point on the west bank of the Elm Fork of the Trinity River;
THENCE S 14o 15’ E, 64.0 feet to a point for corner;
THENCE S 37o 05’ W, 30.0 feet to a point for corner;
THENCE S 88o 25’ W, 64.0 feet to a point on the west bank of the Elm Fork of the Trinity River;
THENCE S 37o 05’ W along the west bank of the Elm Fork of the Trinity River, a distance of 30.0 feet to a point for
corner;
THENCE N 52o 55’ W, a distance of 35.0 feet to a point for corner;
THENCE S 46o 57’ W, a distance of 83.3 feet to a point for corner;
THENCE S 37o 56’ W, a distance of 54.9 feet to a point for corner;
THENCE S 22o 50’ W, a distance of 54.5 feet to a point for corner;
THENCE S 16o 46’ W, a distance of 40.0 feet to the place of beginning; and containing 0.397 acre of land.
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 D-9
EXHIBIT A-3
PAD SITE PROPERTY
BEING a 2.741 acre tract of land situated in the Francis Jones Survey, Abstract Number 674, and in Official
City of Dallas Block Number 8470, in the City of Dallas, Dallas County, Texas, and being a part of that tract
of land described in deed to Dallas Power & Light Company, as recorded in Volume 4378, Page 372, of the
Deed Records of Dallas County, Texas (D.R.D.C.T.), and being more particularly described as follows:
COMMENCING at a 5/8 inch found iron rod for the common north corner of said Dallas Power & Light
Company tract and Grand Estates at Northlake Hills Phase II, an addition to the City of Irving, Dallas County,
Texas, as recorded in Volume 2005041, Page 185, of the Official Public Records of Dallas County, Texas
(O.P.R.D.C.T.);
THENCE South 00 degrees 23 minutes 11 seconds East, along the east line of said Dallas Power & Light
Company tract, a distance of 1,415.88 feet to a point for corner;
THENCE South 79 degrees 48 minutes 40 seconds West, departing said east line, a distance of 457.63 feet
to a 1/2 inch set iron rod with yellow plastic cap stamped "HALFF ASSOC INC." (hereinafter referred to
as "with cap") for the POINT OF BEGINNING of the herein described tract;
THENCE South 10 degrees 11 minutes 20 seconds East, a distance of 398.00 feet to a 1/2 inch set iron rod
with cap for corner;
THENCE South 79 degrees 48 minutes 40 seconds West, a distance of 300.00 feet to a 1/2 inch set iron
rod with cap for corner;
THENCE North 10 degrees 11 minutes 20 seconds West, a distance of 398.00 feet to a 1/2 inch set iron
rod with cap for corner;
THENCE North 79 degrees 48 minutes 40 seconds East, a distance of 300.00 feet to the POINT OF
BEGINNING and CONTAINING 119,400 square feet or 2.741 acres of land, more or less.
The Basis of Bearing of this Survey is NAD 83 (1993) Texas State Plane North Central Zone 4202 as
observed by GPS from "DALLAS CORS ARP", "COLLIN CORS ARP", "ARLINGTON CORS",
"DENTON CORS ARP". Convergence angle at "DALLAS CORS ARP" is - 03 degrees 01 minutes 49.9
seconds as computed by Corpscon for Windows Version 6.0. All coordinates shown are surface and may be
converted to grid by dividing by the conversion factor of 0.99983043.
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 D-10
Exhibit B
Permitted Exceptions
1. Taxes and assessments for the year 2013 and subsequent years.
2. Restrictive Covenants of record in Volume 90019, Page 4720, Deed Records, Dallas County, Texas.
3. Easement granted by Mrs. M. A. Root, a widow to Lone Star Gas Company, filed for record on July 11,
1929 and recorded in Volume 1577, Page 10, Real Property Records, Dallas County, Texas.
4. Easement granted by Dallas Power & Light Company to Lone Star Gas Company, dated September 20, 1956,
filed for record on October 18, 1956 and recorded in Volume 4595, Page 155, Real Property Records, Dallas
County, Texas.
5. Easement granted by Dallas Power & Light Company to Southwestern Bell Telephone Company, dated
February 24,1958, filed for record on March 6, 1958 and recorded in Volume 4855, Page 564, Real Property
Records, Dallas County, Texas.
6. Easement granted by Mrs. Lena Sanders et al to Lone Star Gas Company, filed for record on March 16,
1970 and recorded in Volume 70051, Page 325, Real Property Records, Dallas County, Texas.
7. Easement granted by Dallas Power & Light Company to Southwestern Bell Telephone Company, dated March
16, 1988, filed for record on May 24, 1988 and recorded in Volume 88101, Page 1231, Real Property Records,
Dallas County, Texas.
8. Agreement, executed by and between Dallas Power & Light Company and City of Dallas, dated September 10,
1981, filed for record on September 18, 1981 and recorded in Volume 81183, Page 1847, Real Property
Records, Dallas County, Texas.
9. Certificate of Adjudication by and between Dallas Power & Light Company and Texas Water Commission filed
August 17, 1983, recorded in Volume 83161, Page 669, Real Property Records, Dallas County, Texas. As
affected by Assignment of Water Rights, filed December 20, 2001 and recorded in Volume 2001248, Page
7785, Real Property Records, Dallas County, Texas.
10. Easement granted by Dallas Power & Light Company to County of Dallas, dated September 28, 1956, filed for
record on October 29, 1956 and recorded in Volume 4601, Page 33, Real Property Records, Dallas County,
Texas.
11. Easement granted by Dallas Power & Light Company to County of Dallas, dated February 19, 1957, filed for
record on March 13, 1957 and recorded in Volume 4669, Page 443, Real Property Records, Dallas County,
Texas.
12. Easement granted by TXU Electric Company, a Texas corporation to TXU Gas Company, a Texas corporation,
dated December 14, 2001, filed for record on December 21, 2001 and recorded in Volume 2001248, Page 7208,
Real Property Records, Dallas County, Texas. As affected by Supplemental Gas Facilities Easement filed
October 27, 2003 and recorded in Volume 2003212, Page 832, Real Property Records, Dallas County, Texas.
13. Interest in and to all coal, lignite, oil, gas and other minerals, and all rights incident thereto, contained in
instrument dated April 20, 2006, recorded May 10, 2006, under Clerk's File No. 200600171168, of the
Official Records of Dallas County, Texas.
14. Lease for coal, lignite, oil, gas or other minerals, together with rights incident thereto, dated November 1, 2007, by
and between Luminant Mineral Development Company, LLC, as Lessor, and Chief Exploration & Development,
LLC, as Lessee, recorded November 6, 2007, under Clerk's File No. 20070397856, of the Official Records of
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 D-11
Dallas County, Texas. As amended by instruments recorded under Clerk's File No. 20080339597;
200900202460; 200900350130; and 201000123200, Real Property Records, Dallas County, Texas.
15. Surface Use Agreement (and all matters referred to therein) dated of even date between Luminant Mineral
Development Company LLC, Luminant Generation Company LLC, Trammell Crow Company No. 43, Ltd., City
of Coppell and Coppell Independent School District recorded in the Official Public Records of Dallas County,
Texas simultaneously herewith.
16. Easements dated of even date between Luminant Generation Company LLC and Oncor Electric Delivery
Company LLC recorded in the Official Public Records of Dallas County, Texas simultaneously herewith.
17. Settlement Agreement and Release (and all matters referred to therein) of even date between Luminant
Generation Company LLC and the City of Coppell recorded in the Official Public Records of Dallas
County, Texas simultaneously herewith.
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 D-12
Exhibit C
Plant Property
BEING a 83.804 acre tract of land situated in the J.G. Carlock Survey, Abstract No. 312 Dallas County, Texas, and
being a portion of two tracts of land described as “Part A, Tract 1” and Part B” in deed to Dallas Power & Light
Company, recorded in Volume 4378, Page 374, of the Deed Records of Dallas County, Texas (D.R.D.C.T.), a
portion of a tract of land described in deed to Dallas Power & Light Company, recorded in Volume 4414, Page 82,
D.R.D.C.T., a portion of a tract of land described in deed to Dallas Power & Light Company, recorded in Volume
4404, Page 321, D.R.D.C.T., a portion of a tract of land described in deed to Dallas Power & Light Company,
recorded in Volume 4420, Page 549 D.R.D.C.T., and all of a tract of land described in deed to Dallas Power & Light
Company, recorded in Volume 4403, Page 618 D.R.D.C.T. Said 83.804 acre tract being more particularly described
by metes and bounds as follows:
BEGINNING at a 1/2” iron rod with orange plastic cap stamped “RPLS6013TX” found (N=7,030,067.46,
E=2,437,726.61) at the southeast corner of a tract of land described as “Tract 2” in deed to CW SHORELINE
LAND LTD., recorded in Document No. 201100289322 of the Official Public Records of Dallas County, Texas
(O.P.R.D.C.T.), and in the west Right-of-Way (R.O.W.) line of South Northlake Road described in deed to County
of Dallas, recorded in Volume 4669, Page 443 D.R.D.C.T. from which a 3/4 inch iron rod found (N=7,031,066.82,
E=2,438,553.41) at the northwest corner of the Grand Estates at Northlake Hills Phase II, recorded in Volume
2005041, Page 185 of the Plat Records of Dallas County, Texas (P.R.D.C.T.) and at the common northwest corner
of a tract of land described in deed to Dallas Power and Light Company, recorded in Volume 4378, Page 372
D.R.D.C.T. and in the south line of a tract of land described in deed to Crow-Billingsley Belt Line, LTD., recorded
in Volume 86068, Page 5186 O.P.R.D.C.T. bears S 22°27’13” E, a distance of 2164.75 feet, and from said 3/4” iron
rod found, another 3/4” iron rod found capped “PEWITT” bears S 32°30’57” W, a distance of 0.78 feet;
THENCE: with the west line of said South Northlake Road the following courses and distances;
S 00°39’12” E, a distance of 356.17 feet to a 5/8 inch iron rod with Aluminum Cap stamped “Frontier
Surveying Company – RPLS 5991” set for corner;
S 44°39’44” W, a distance of 127.14 feet to a 5/8 inch iron rod with Aluminum Cap stamped “Frontier
Surveying Company – RPLS 5991” set for corner;
S 00°20’16” E, a distance of 60.00 feet to a 5/8 inch iron rod with Aluminum Cap stamped “Frontier
Surveying Company - RPLS 5991” set at the southwest corner of said South Northlake Road R.O.W.;
THENCE: N 89°38’51” E, with the south line of said South Northlake Road R.O.W., a distance of 129.77 feet to a
1/2” iron rod with orange plastic cap stamped “RPLS6013TX” found at the northwest corner of a tract of land
described in deed to CROW-BILLINGSLEY NORTH LAKE HB&T JOINT VENTURE, recorded in Volume
90106, Page 2492 D.R.D.C.T.
THENCE: S 00°34’32” E, with the west line of said CROW-BILLINGSLEY NORTH LAKE HB&T JOINT
VENTURE tract, passing a 1/2” iron rod with orange plastic cap stamped “RPLS6013TX” found at a distance of
663.61 feet and continuing a total distance of 739.35 feet to a 5/8 inch iron rod with Aluminum Cap stamped
“Frontier Surveying Company – RPLS 5991” set for corner;
THENCE: WEST, over and across said Dallas Power and Light Company tract (Vol. 4420, Pg. 549), a distance of
868.99 to a point on the meander line of the easterly shoreline of North Lake established at an elevation of 509.00
feet and at the common northwest corner of a tract of land described as “STORAGE TRACT A” in deed to The City
of Coppell, recorded in Document No. 20080370218 O.P.R.D.C.T., from which a 1/2” iron rod with orange plastic
cap stamped “RPLS6013TX” found bears N 27°05’25” W, a distance of 85.21 feet;
THENCE: in a westerly direction, along said established 509.00 foot elevation meander line, the following courses
and distances listed as follows for reference purposes only;
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 D-13
N 45°51’26” W, a distance of 26.82 feet to a point for corner;
N 71°10’46” W, a distance of 48.60 feet to a point for corner;
S 89°35’20” W, a distance of 1138.02 feet to a point for corner;
S 89°49’54” W, a distance of 297.45 feet to a point for corner;
N 86°32’18” W, a distance of 126.25 feet to a point for corner;
N 79°16’20” W, a distance of 127.38 feet to a point for corner;
N 69°02’ 53” W, a distance of 269.56 feet to a point for corner;
THENCE: leaving said meanders, over and across said Dallas Power and Light (Vol. 4414, Pg. 82) the following
courses and distances;
NORTH, a distance of 242.44 feet to a 1/2” iron rod with orange plastic cap stamped “RPLS6013TX”
found for corner, from which an aluminum cap set in concrete called Northlake Monument No. 4 (NAD83
North Central Zone N=7,032,397.37, E=2,434,058.96), bears N 78°02’15” W, a distance of 866.11 feet;
EAST, a distance of 754.87 feet to an “x” cut found for corner;
NORTH, a distance of 846.67 feet to a 1/2” iron rod with orange plastic cap stamped “RPLS6013TX”
found for corner;
S 77°48’48” W, a distance of 772.27 feet to a 5/8 inch iron rod with Aluminum Cap stamped “Frontier
Surveying Company – RPLS 5991” set for corner;
NORTH, a distance of 379.00 feet to a 5/8 inch iron rod with Aluminum Cap stamped “Frontier Surveying
Company – RPLS 5991” set for corner in the south R.O.W. line of East Belt Line Road (a variable width
R.O.W.);
THENCE: N 67°22’19” E, with the south R.O.W. line of said East Belt Line Road, a distance of 924.30 feet to a
point at the west corner of a tract of land described in deed to UNIVERSITY BUSINESS PARK PHASE II,
recorded in Volume 94055, Page 3162 D.R.D.C.T, and at the beginning of a curve to the right having a radius of
1330.00 feet, a delta of 08°55’38”, a chord bearing of N 71°46’39” E, and a chord length of 207.02 feet;
THENCE: leaving the south R.O.W. line of said East Belt Line Road with said curve to the right and with the south
line of said UNIVERSITY BUSINESS PARK PHASE II, passing a 1/2” iron rod with orange plastic cap stamped
“RPLS6013TX” found at an arc length of 1.62 feet and continuing a total arc length of 207.23 feet to a 1/2” iron rod
with orange plastic cap stamped “RPLS6013TX” found at the northwest corner of a tract of land described as “Tract
1” in deed to CW SHORELINE LAND LTD., recorded in Document No. 201100289322 O.P.R.D.C.T.;
THENCE: leaving the south line of said UNIVERSITY BUSINESS PARK PHASE II with the west line of said
“Tract 1” the following courses and distances:
S 10°37’34” E, a distance of 144.20 feet to a 1/2” iron rod with orange plastic cap stamped
“RPLS6013TX” found for corner;
S 07°57’53” E, a distance of 246.27 feet to a 1/2” iron rod with orange plastic cap stamped
“RPLS6013TX” found at the southwest corner of said “Tract 1”;
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 D-14
THENCE: N 77°48’49” E, with the south line of said “Tract 1”, a distance of 1000.02 feet to a 5/8 inch iron rod
with Aluminum Cap stamped “Frontier Surveying Company – RPLS 5991” set for the southeast corner of said
“TRACT 1” and rejoining the south line of said UNIVERSITY BUSINESS PARK PHASE II at the beginning of a
non-tangent curve to the left having a radius of 2120.00 feet, a delta of 07°07’46”, a chord bearing of S 62°02’09”
E, and a chord length of 263.63 feet;
THENCE: with said curve to the left an arc length of 263.80 feet to a 1/2” iron rod with orange plastic cap stamped
“RPLS6013TX” found at the angle point in the north line of said “TRACT 2” (CW SHORELINE LAND LTD.,);
THENCE S 77°48’48” W, leaving the south line of said UNIVERSITY BUSINESS PARK PHASE II, with the
north line of said “TRACT 2”, a distance of 549.80 feet to a 1/2” iron rod with orange plastic cap stamped
“RPLS6013TX” found at the northwest corner of said “TRACT 2”;
THENCE: SOUTH, with the west line of said “TRACT 2”, a distance of 219.19 feet to a 1/2” iron rod with orange
plastic cap stamped “RPLS6013TX” found at the southwest corner of said “TRACT 2”;
THENCE: EAST, with the south line of said “TRACT 2”, a distance of 1036.92 feet to the POINT OF
BEGINNING and containing 83.804 acres of land more or less.
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 D-15
Exhibit D
Access Easement
BEING a 0.427 acre tract of land situated in the J. G. Carlock Survey, Abstract No. 312, and in the City of Dallas,
Dallas County, Texas, and being a part of a tract of land described as in deed to Dallas Power & Light Company,
recorded in Volume 4420, Page 549, of the Deed Records of Dallas County, Texas (D.R.D.C.T.). Said 0.427 acre
tract being more particularly described by metes and bounds as follows:
BEGINNING at a point (N = 7,032,586.92, E = 2,437,284.71) in the north line of said Dallas Power & Light
Company tract, from which a 3/8" inch iron rod found for the northeast corner of said Dallas Power & Light
Company tract, bears N 89° 28' 24” E, a distance of 526.79 feet;
THENCE: over and across said Dallas Power & Light Co. tract, the following courses and distances;
S 05° 58’ 42" W distance of 516.49 feet to a point for corner at the beginning of a curve to the right having
a radius of 100.00 feet, a delta angle of 18° 34' 27", a chord bearing of S 15° 15' 56" W, and a chord length
of 32.28 feet;
Along said curve to the right an arc length of 32.42 feet to a point for corner;
S 24° 33' 09" W a distance of 30.48 feet to a point for corner at the beginning of a curve to the right having
a radius of 120.00 feet, a delta angle of 60° 05' 57" a chord bearing of S 56° 49' 47" W, and a chord length
of 120.18 feet;
Along said curve to the right an arc length of 125.87 feet to a point for corner;
S 86° 52' 46" W, a distance of 81.22 feet to a point for corner at the beginning of a curve to the left having
a radius of 17.50 feet, a delta angle of 114° 34' 05", a chord bearing of S 29° 35' 43" W, and a chord length
of 29.45 feet;
Along said curve to the left an arc length of 34.99 feet to a point for corner;
S 27° 41’ 19" E, a distance of 108.67 feet to a point for corner;
West, a distance of 22.59 feet to a point for corner from which a 1/2 inch capped iron rod found stamped
"RPLS 6013TX" bears N 66° 00' 00" W, a distance of 186.49 feet;
N 27° 41' 19" W. a distance of 98.17 feet to a point for corner at the beginning of a curve to the right
having a radius of 37.50 feet, a delta angle of 114° 34' 05", a chord bearing of N 29° 35' 43" E, and a chord
length of 63.10 feet;
Along said curve to the right an arc length of 74.98 feet to a point for corner;
N 86° 52' 46" E, a distance of 81.22 feet to a point for corner at the beginning of a curve to the left having a
radius of 100.00 feet, a delta angle of 59° 53' 11", a chord bearing of N 56° 56' 10" E, and a chord length of
99.83 feet;
Along said curve to the right an arc length of 104.52 feet to a point for corner;
N 24° 33’ 09" E, a distance of 30.07 feet to a point for corner at the beginning of a curve to the left having
a radius of 80.00 feet, a delta angle of 18° 34' 27", a chord bearing of N 15° 15' 56" E and a chord length of
25.82 feet;
Along said curve to the right an arc length of 25.93 feet to a point for corner;
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 D-16
N 05° 58' 42" E a distance of 514.21 feet to a point for corner in the north line of said Dallas Power &
Light Co. tract;
THENCE: N 89° 28' 24" E, with the north line of said Dallas Power & Light Co. tract a distance of 20.13 feet to
POINT OF BEGINNING and containing 0.427 acres of land more or less.
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 D-17
Exhibit E
ROFR PROPERTY
BEING a 15.96 acre tract of land situated in the Jacob G. Carlock Survey, Abstract Number 312, and in Official City of Dallas
Block number 8461, in the City of Dallas, Dallas County, Texas, and being a part of that tract of land described in Warranty Deed
to Dallas Power & Light Company, as recorded in Volume 4414, Page 82, of the Deed Records of Dallas County, Texas
(D.R.D.C.T.), and being more particularly described as follows:
COMMENCING at 1/2 inch found iron rod with yellow plastic cap stamped "HALFF ASSOC INC." (hereinafter referred to as
"with cap") for the northeast corner of said Dallas Power & Light Company tract in Volume 4414, Page 82, said point being on the
west line of that tract of land described in deed to Dallas Power & Light Company, as recorded in Volume 4404, Page 321,
D.R.D.C.T.;
THENCE South 00 degrees 00 minutes 46 seconds West, passing the southeasterly right-of-way line of Belt Line Road (a variable
width right-of-way) at a distance of 132.72 feet, continuing in all a total distance of 663.10 feet to a 1/2 inch found iron rod with cap
stamped "RPLS 6013 TX" for the POINT OF BEGINNING;
THENCE South 00 degrees 00 minutes 00 seconds East, a distance of 846.81 feet to a found "X" cut for corner;
THENCE South 90 degrees 00 minutes 00 seconds West, a distance of 755.00 feet to a 1/2 inch found iron rod with cap
stamped "RPLS 6013 TX" for corner;
THENCE North 00 degrees 00 minutes 00 seconds West, a distance of 226.75 feet to a 1/2 inch set iron rod with cap for
corner;
THENCE South 90 degrees 00 minutes 00 seconds West, a distance of 284.70 feet to a 1/2 inch set iron rod with cap for
corner;
THENCE North 00 degrees 00 minutes 00 seconds West, a distance of 369.22 feet to a 1/2 inch set iron rod with cap for
corner;
THENCE North 72 degrees 51 minutes 50 seconds East, a distance of 297.92 feet to a 1/2 inch found iron rod with cap
stamped "RPLS 6013 TX" for corner;
THENCE North 77 degrees 48 minutes 48 seconds East, a distance of 772.40 feet to the POINT OF BEGINNING and
CONTAINING 695,398 square feet or 15.96 acres of land, more or less.
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 E-1
EXHIBIT E
FIRPTA CERTIFICATE
Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must
withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Section 1445), the owner of a
disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the
property and not the disregarded entity. To inform ______________________________ (“Transferee”) that
withholding of tax is not required upon the disposition of a U.S. real property interest by
______________________________ (“Transferor”), the beneficial owner of ______________________________
(U.S. employer identification number ____________________), the undersigned, in his capacity as
______________________________ of ______________________________, but not individually, hereby certifies
to Transferee the following on behalf of Transferor:
1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as
those terms are defined in the Internal Revenue Code and Income Tax Regulations);
2. Transferor is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii);
3. Transferor’s U.S. employer identification number is 75-2967820; and
4. Transferor’s office address is _________________________________.
Transferor understands that this certification may be disclosed to the Internal Revenue Service by
Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.
Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge
and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf
of Transferor.
Dated as of _______________, 20__.
________________________________________, a
_____________________
By:
Name:
Title:
Date:
THE STATE OF §
§
COUNTY OF §
This instrument was acknowledged before me on _____________, 20__, by
______________________________, ____________________ of ______________________________, a
____________________, on behalf of said ____________________.
Notary Public, State of
Purchase and Sale Agreement – North Lake
1505488v.18 EFH100/52002 E-2
SWORN TO AND SUBSCRIBED BEFORE ME by ______________________________ on
_____________, 20__.
Notary Public, State of
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-0990
File ID: Type: Status: 2013-0990 Resolution Passed
1Version: Reference: In Control: City Secretary
04/02/2013File Created:
04/23/2013Final Action: Northlake 4File Name:
Title: Consider approval of Amended and Restated Northlake Settlement
Agreement by and between the City of Coppell and Cypress Waters Land A,
Ltd. concerning property located at Northlake; and, authorizing the City
Manager to sign.
Notes:
Agenda Date: 04/23/2013
Agenda Number: 15.
Sponsors: Enactment Date:
Resolution.pdf, Amended and Restated Northlake
Agreement.pdf, Exhibit A.pdf, Exhibit B.pdf, Exhibit
C.pdf, Exhibit 1.pdf, Exhibit 2.pdf
Attachments: Enactment Number: 2013-0423.4
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 PassApproved04/23/2013City Council
Presentation: City Attorney Robert Hager read the Resolution into the record and presented the
information to Council.
A motion was made by Councilmember Bob Mahalik, seconded by Councilmember Billy Faught, that
this Resolution be approved. The motion passed by an unanimous vote.
Action Text:
Councilmember Tim Brancheau, Councilmember Bob Mahalik,
Councilmember Gary Roden, Mayor Pro Tem Billy Faught,
Councilmember Marvin Franklin, and Councilmember Aaron Duncan
6Aye:
Text of Legislative File 2013-0990
Title
Consider approval of Amended and Restated Northlake Settlement Agreement by and
between the City of Coppell and Cypress Waters Land A, Ltd. concerning property located at
Northlake; and, authorizing the City Manager to sign.
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-0990)
Summary
Fiscal Impact:
[Enter Fiscal Impact Statement Here]
Staff Recommendation:
Approval recommended.
Goal Icon:
Sustainable City Government
Business Prosperity
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 12/28/2017
TM 60136
RESOLUTION NO. ________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
COPPELL, TEXAS, APPROVING THE TERMS AND
CONDITIONS OF A SETTLEMENT AGREEMENT BY AND
BETWEEN THE CITY OF COPPELL, TEXAS AND CYPRESS
WATERS LAND A, LTD.; AUTHORIZING THE CITY MANAGER
TO SIGN, WHICH IS ATTACHED HERETO AS EXHIBIT 1,
FOLLOWING REVIEW BY THE CITY ATTORNEY;
REPEALING ALL RESOLUTIONS IN CONFLICT; PROVIDING
A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, the City has entered into a settlement agreement with Cypress Waters
Land A, Ltd.; and
WHEREAS, the City Council find it is in the best interest of the City of Coppell and its
citizens to approve said contract.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF COPPELL, TEXAS THAT:
SECTION 1. The City Council hereby approves the terms and conditions of Settlement
Agreement by and between the City of Coppell and Cypress Waters Land A, Ltd. and hereby
authorizes the City Manager to execute such agreement, as provided in Exhibit 1, which is
attached hereto and incorporated herein by reference.
SECTION 2. The City Manager of the City of Coppell, Texas, is hereby authorized to
execute said agreement, which is attached hereto as Exhibit 1, subject to release of any and all
easements in favor of Oncor Electric Delivery Company LLC following review by the City
Attorney.
SECTION 3. Any prior resolution of the City Council in conflict with the provisions
contained in this Resolution are hereby repealed and revoked.
SECTION 4. Should any part of this resolution be held to be invalid for any reason, the
remainder shall not be affected thereby, and such remaining portions are hereby declared to be
severable.
SECTION 5. This resolution shall take effect immediately from and after its passage,
and it is duly resolved.
[Signature page to follow]
TM 60136
DULY PASSED and approved by the City Council of the City of Coppell, Texas, on this
the ____ day of , 2013.
APPROVED:
Karen Selbo Hunt, Mayor
ATTEST:
Christel Pettinos, City Secretary
APPROVED AS TO FORM:
_________________________________
Robert E. Hager, City Attorney
(REH/mpm)
Exhibit 1
TM 60136
Draft date: April 16, 201 3, 201 3
Draft by: Carrington Coleman Sloman & Blumenthal LLP
AMENDED AND RESTATED NORTHLAKE AGREEMENT
THIS AMENDED AlVD RESTATED NORTHLAKE AGREEMENT (the "Northlake
Agreement" or "Agreement") is made and entered into this day of , 2013 (the
"Effective Date") by and between by and between CYPRESS-WATERS LAND A, LTD., a
Texas limited partnership ("Billingsley"), and CITY OF COPPELL, a Texas home rule
municipality ("City"), upon the terms set forth herein.
The following recitals of fact are true and correct and form the basis of this Agreement:
RECITAL A. On October 2, 2008, City and Billingsley affiliates entered into a
Settlement Agreement (the "Settlement Agreement"), by and among City, Coppell Independent
School District, CB Parkway Business Center VI, Ltd. and Trammel1 Crow Company No. 43,
Ltd. and that one certain Contract of Purchase and Sale in Lieu of Eminent Domain (as amended
on November 14, 2008, the "Original Contract"), which Original Contract has been partially
performed. The Original Contract called for Billingsley to sell and convey, and for the City to
purchase, certain real property, water rights, and a water purchase contract, all pertaining to the
Northlake reservoir (collectively, the "City Northlake Property").
RECITAL B. Billingsley has advised the City that Billingsley planned to purchase the
Northlake Property from Luminant Generation Company LLC ("Luminant"), under Billingsley
affiliates' contracts with Luminant (collectively, the "Luminant Contract") entered into
simultaneously with the Original Contract. Billingsley entered into the Luminant Contract for
two purposes: i) to acquire and retain ownership of certain portions for future development of a
mixed use real estate project ("Cypress Waters Project"), and ii) to resell certain portions to City
and Coppell Independent School District in lieu of such entities' exercise of eminent domain
powers.
RECITAL C. As the result of defects in title, Billingsley posed objections to Luminant
pursuant to the Luminant Contract as to such title defects related to the easement to TXU Electric
Delivery Company ("Oncor") created pursuant to that one certain Special Warranty Deed from
TXU Electric Company to TXU Generation Company LP, TXU Mountain Creek Electric
Company LP, and TXU Electric Delivery Company, recorded on December 20,2001 in Volume
2001248, Page 11540, Dallas County Real Property Records (the "Oncor Easement"). Luminant
failed or refused to cure such objections. City likewise objected to the terms of the Oncor
Easement and refused to proceed with the purchase of the affected portions of the City Northlake
Property from Billingsley.
REClTAL D. As a result of Luminant's refusal to cure Billingsley's title objections,
Billingsley has not sold and conveyed to City, and the City has not purchased, the following
portions of the City Northlake Property (the "Plant and Spillway") pursuant to the Original
Contract (all as defined in the Original Contract):
1. North Tract TI;
. .
11. East Tract 1 A;
. . .
111. East Tract 1C;
iv. Pump Station; and
v. Water Rights and Water Purchase Agreement.
RECITAL E. Luminant recently advised City that Luminant has secured the consent of
all necessary parties to certain amendments to the Oncor Easement which address City's
objections to the easement. The proposed form of amended and restated Oncor Easement (the
"Revised Oncor Easement"), as it affects the Remainder, is set forth on Exhibit "B" to this
Agreement.
RECITAL F. On November 21, 2008, as owners of subdivided portions of Northlake,
Billingsley and City entered into that one Northlake Water Supply Planning Agreement, which
the parties amended on October 28, 2009, pursuant to that one certain Omnibus Amendment to
Contract of Purchase and Sale in Lieu of Eminent Domain, Settlement Agreement, and
Northlake Water Supply Planning Agreement (as amended, the "Lake Planning Agreement").
The Lake Planning Agreement addressed various topics, including, without limitation, City's
duties and obligations with respect to lowering the spillway at Northlake (the "Reclamation
Project") to establish a lower elevation lake pool, the parties' respective rights and obligations
concerning the reconfiguration of the Northlake shoreline at the contour elevation of 485 feet
above mean sea level (such contour being referred to herein as the "Shoreline"), and landscaping,
upkeep, maintenance, and repair of the area lying between 200 feet downgradient and 200 feet
upgradient of the Shoreline (the "Shoreline Area"), as more particularly described on Exhibit
"C" attached to this Agreement, after such reconstruction occurs.
RECITAL G. The City Council of the City has determined that it is in City's best interest
to proceed with its purchase of all or portions of the Remainder from Luminant, and in order to
facilitate City's plan, Billingsley has agreed to release its contractual rights to purchase the
Remainder and resell it to City, subject to the terms of this Agreement.
RECITAL H. On or about , 2013, the City Council adopted resolution no.
, authorizing the City Manager to bind the City to the amendment and restatement of the
Original Contract through the execution of this Agreement, and purchase of the Remainder from
Luminant. The City Council's action is authorized under the City Charter and Texas Local
Government Code Section
RECITAL I. Contemporaneously with this Agreement, City and Luminant are entering
into a contract (the "Remainder Contract") for City's purchase of a portion of the Plant and
Spillway more particularly described on Exhibit "A" from Luminant (the "Remainder"). The
Remainder Contract provides for certain additional actions by Luminant which are expected to
benefit Billingsley and the City.
AMENDED ASD RESSATED NOKSHLAKE AGHEE~IENI'
RECITAL J. City and Billingsley hereby intend to amend and restate their contractual
relations previously set forth in the Original Contract and Lake Planning Agreement in this
Northlake Agreement, which the parties agree shall supersede the Original Contract and Lake
Planning Agreement for all purposes.
NOW, THEREFORE, for and in consideration of the premises, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, City and
Billingsley hereby agree as follows:
1. Amendment and Restatement. This Northlake Agreement amends and restates
the Original Contract, Lake Planning Agreement, and the Settlement Agreement, and supersedes
such agreements in their entirety. The portions of the Original Contract relating to the purchase
and sale of the Remainder are intended to be terminated. With respect to other previous
agreements of City and Billingsley:
a. The provisions in the Original Contract which are restated, ratified, and
confirmed are set forth in Sections 3, 4, and 5, below. The Lake Planning Agreement
pertained to the City's ownership of the northern portion of the Northlake reservoir (the
"Storage Tract") and Billingsley affiliates' ownership of the sourthern portion of the
Northlake reservoir (the "Shallows Tract"), the reclamation project involving the
lowering of the spillway elevation by the City, and various matters relating to ownership,
improvement, maintenance and operation of the Shoreline Area.
b. The provisions in the Lake Planning Agreement which are amended,
restated, ratified, and confirmed are set forth in Sections 6 through 13, below.
c. The provisions in the Settlement Agreement which the parties intend to
continue to apply hereafter are amended, restated, ratified, and confirmed in Section 30,
below. All other terms of the Settlement Agreement relating to the legal relationship of
City, Billingsley, and Billingsley affiliates are superseded in this Northlake Agreement.
d. The Declaration of Dwelling Unit Restriction dated October 28, 2009,
executed by various affiliates of Billingsley and City, recorded as Document No.
2009900305882 in the Official Public Records of Dallas County, Texas (the "Unit Cap"),
shall survive the execution of this Northlake Agreement and continue in full force and
effect in accordance with its terms.
e. The Facilities and Operations Lease dated October 2, 2008, by and
between Billingsley affiliates and Luminant, an interest in which was assigned to the
City, under which the lessor leased the Northlake reservoir to Luminant, is being
terminated contemporaneously pursuant to separate agreements of City and Luminant and
Billingsley affiliates and Luminant.
AMENDED AND RESTATED NORTHLAKE ACREERIENT
2. Mutual Release of Original Contract Responsibilities relating to the Plant and
Spillway. In consideration of this Northlake Agreement, the parties agree to release any and all
claims that either may have arising under the Original Contract concerning the Plant and
Spillway, in accordance with the following releases of liability:
a. In consideration of the mutual promises and covenants herein contained,
City. with the intention of binding its affiliates, predecessors, successors and assigns,
does hereby expressly release, acquit and forever discharge Billingsley, together with its
partners, members, officers, attorneys, affiliates, predecessors, successors, and assigns,
from any and all claims, demands, actions and causes of action of whatsoever nature or
character, whether in contract or in tort, known or unknown, which arise out of relate to
the Plant and Spillway (reserving, however, any obligation with respect to the Plant and
Spillway set forth in or contemplated by this Northlake Agreement).
b. In consideration of the mutual promises and covenants herein contained,
Billingsley, with the intention of binding its affiliates, predecessors, successors and
assigns, does hereby expressly release, acquit and forever discharge City, together with
its manager, staff members, attorneys, successors, and assigns, from any and all claims,
demands, actions and causes of action of whatsoever nature or character, whether in
contract or in tort, known or unknown, which arise out of relate to the Plant and Spillway
(reserving, however, any obligation with respect to the Plant and Spillway set forth in or
contemplated by this Northlake Agreement).
3. Remainder Right of First Refusal. Contemporaneously with its purchase of the
Remainder, City shall grant to Billingsley a right of first refusal to acquire any one or more of
the tracts that comprise the Remainder, in accordance with the terms described on Schedule 2
(Reserved Right of First Refusal). Such rights shall be identical to the rights of first refusal
provided for in the Original Contract with respect to properties previously conveyed to City
pursuant to the Original Contract.
4. Interim Utility Arrangements. As additional consideration for Billingsley's
agreement to impose the Unit Cap, Coppell previously covenanted and agreed to deliver certain
interim utility services to the Cypress Waters Project. Coppell and Billingsley hereby reaffirm
such agreement, which is restated in its entirety below:
a. Interim Water Service: Coppell has an existing 16" water line located
along Dividend Drive connecting to an existing 21" water line in Belt Line Road, which
has a current Peak Hour capacity of 3.6 MGD with minimum pressure of 40 psi at a
maximum service elevation of 520', 2.0 MGD with minimum pressure of 40 psi at a
maximum service elevation of 530', and 0.75 MGD with minimum pressure of 40 psi at a
maximum service elevation of 550'. Through an interlocal agreement between the City
of Dallas and Coppell, initial water service to Billingsley and its affiliates involved in the
Cypress Waters Project (collectively, the "Billingsley Group") will be made available by
Coppell from this line for first phase construction purposes only, with the point of
connection to be at a mutually agreeable location. The Billingsley Group shall be
allowed to utilize this water service (at the standard rates charged to residents of Coppell)
until first phase development is complete and ready for occupancy, when Billingsley
affiliates will cause the City of Dallas water service system to be placed in service. Upon
completion of the first phase development, the water main connection from the Cypress
Waters Project to this line shall remain as an inter-local connection between Coppell and
the City of Dallas for emergency use. In the event Coppell subsequently reasonably
determines that the available capacity in such line is required for one or more new major
commercial developments with the Coppell city limits, then Coppell shall have the right,
upon not less than 6 months prior written notice to the Billingsley Group, to require the
Billingsley Group to cease using such line for interim construction water and to obtain
such construction water from other sources. Notwithstanding the foregoing, Coppell
agrees to keep the Billingsley Group reasonably apprised of any such potential new major
commercial developments which may require such capacity and to provide the
Billingsley Group with as much advance notice thereof as is reasonably possible (but in
no event less than six (6) months prior written notice as aforesaid).
b. Future Interlocal Connections: Coppell will cooperate reasonably with the
City of Dallas and the Billingsley Group regarding any future inter-local emergency
connections that may be needed north of the lake following completion of additional
project infrastructure design and planning.
c. Interim Sanitary Sewer Service: City has 1.8 MGD capacity available
within an existing 15" sanitary sewer line along Belt Line Road. Through an interlocal
agreement between the City of Dallas and City of Coppell, this line will be used to
accommodate the initial phases of the Cypress Waters Project, with the construction of an
on-site lift-station (perhaps temporary) and force main, connecting at a point on Belt Line
Road at Lakeshore or at another mutually agreeable location. Construction of the City of
Dallas sanitary sewer infrastructure will be based on the following:
1. When City notifies the Billingsley Group in writing that the
measured sanitary sewer flow from the Billingsley Group's Cypress Waters
Project equals or exceeds 1.35 MGD - the Billingsley Group will begin planning
(Preliminary Engineering) and design (Permit Drawings) for a City of Dallas
system of permanent on-site lift-station and force main to serve the Billingsley
Group's Cypress Waters Project which will be connected to a City 30" sewer
main located north of Belt Line Road.
. .
11. When City notifies the Billingsley Group in writing that the
measured sanitary sewer flow from the Billingsley Group's Cypress Waters
Project equals or exceeds 1.68 MGD - the Billingsley Group will begin
construction of a City of Dallas system of permanent on-site lift station and force
A~IENDED AND RESI-ATED NORTHLAKE AGREEMENT PACE 5
main to serve the Billingsley Group's Cypress Waters Project which will be
connected to a City 30" sewer main located north of Belt Line Road.
. . .
111. When City notifies the Billingsley Group in writing that the
measured sanitary sewer flow in the above referenced 30" sewer main reaches
80% of its capacity - the Billingsley Group will initiate planning and design of an
extension of the City of Dallas force main to serve the Billingsley Group's
Cypress Waters Project which will be connected to a TRA point of delivery near
Bush Turnpike and Belt Line Road, including the rehab of an existing 33" line for
a portion of the route. Construction of this line and/or improvement will be
initiated so as to complete construction prior to the flow in the City 30" line
reaching capacity.
iv. When City notifies the Billingsley Group in writing that the
measured sanitary sewer flow in the above referenced 30" sewer main has reached
100% of its capacity - (a) the Billingsley Group will not commence any new
development which requires sanitary sewer service through such sewer main
(unless such development has an alternate sewer service which will be fully
available for such development when such sewer service is required), and (b) if
requested by City in such written notice, the Billingsley Group will, within six (6)
months after receipt of such notice, obtain alternate sewer service for any portion
of the Billingsley Group's then existing Cypress Waters Project which is utilizing
such City sewer main for sewer service, as may be specified by City in such
notice.
5. Covenants Relating to Future Zoning Applications. Contemporaneously with its
purchase of the Remainder, City shall impose the following covenants and restrictions on the
Remainder to run with title of the Remainder, consistent with covenants and restrictions accepted
by the City with respect to properties previously conveyed to City pursuant to the Original
Contract:
In consideration of the execution, delivery, and performance of that one
certain Amended and Restated Northlake Agreement, City of Coppell
covenants and agrees on behalf of itself and its successors and assigns, for
the benefit of the Billingsley Group and their respective successors and
assigns, not to oppose or support the opposition of zoning on any tract of
land owned by Cypress Waters Land A, Ltd., or a party affiliated with
Cypress Waters Land A, Ltd. (collectively, the "Cypress Waters
Affiliates"), lying within the bounds of Interstate Highway 635 (to the
south), Beltline Road (to the west and north) and the easternmost
boundary line of the Transmission Easement containing 15 1.5 19 net acres
set forth on Exhibit D of the Special Warranty Deed recorded in
Volume 2001248, page 11540 of the Real Property Records of Dallas
AMENDED AND RES'I'AI-ED NORTHLAKE AGREEME~T PAGE 6
County, Texas (to the east), in any action or proceeding before the
Planning and Zoning Commission or City Council of Dallas, Irving, or
City which does not breach Cypress Waters Affiliates' contractual
obligations under that one certain Settlement Agreement (the "Settlement
Agreement") dated October 2, 2008, by and among City of Coppell,
Coppell Independent School District, CB Parkway Business Center VI,
Ltd. and Trammel1 Crow Company No. 43, Ltd., or any documentation
contemplated by such Settlement Agreement, so long as such application
does not propose heavy manufacturing, industrial uses, sexually oriented
businesses, or a retail store, which store will recognize substantially all its
revenues from retail alcohol sales. In determining a party's affiliation
hereunder, "affiliation" with Cypress Waters Land A, Ltd. shall be
determined by ownership of the affiliated party, and any partnership,
limited liability company, corporation, or other legal entity at least twenty
five percent (25%) of which is owned by Lucy Billingsley, Henry
Billingsley, or trusts formed for the benefit of Lucy Billingsley, Henry
Billingsley, or one or more lineal descendants of Lucy or Henry
Billingsley shall be deemed to be affiliated with Cypress Waters Land A,
Ltd. for purposes of this covenant.
The Remainder shall not be developed or used for residential use of any
kind until (I) expiration of the Repurchase Period, as expressly provided
in Schedule 3 to this Agreement, if no repurchase shall occur as allowed
pursuant to Schedule 3 to this Agreement, or (2) Billingsley's repurchase
of the Remainder (or a tract within the Remainder, in which case such use
restriction shall thereafter be null and void as to such tract), as more
particularly provided in Schedule 3 to this Agreement. For purposes of
this use restriction, "residential use" shall mean any land use treated as
residential pursuant to applicable provisions of the City of Dallas Code of
Ordinances, as amended from time to time.
6. Lake Planning.
a. Agreement to Lower Lake Elevation on a Permanent Basis. City
hereby agrees to cause the lowering of the Lake spillway, subject to the terms of
this Agreement, to an elevation of 485 feet above mean sea level, expected to
produce an approximately 362 net acre lake surface area. It is expected that the
corresponding reduction of the Lake surface area will yield a final pool shape
similar to that shown on Exhibit "C" for the Storage Tract and Shallows Tracts
boundaries, subject to reconfiguration by the City and Billingsley as permitted by
this IUorthlake Agreement. City or other appropriate governmental authorities
shall be responsible for any permitting specifically required to effect the
modification of the dam or spillway impounding the waters of the Lake and for
AMENDED AND RESTATED NOR IHL.AKE AGREEhlENT PAGE 7
the design and construction of the dam or spillway modifications, without cost to
Billingsley. Water will then be discharged to maintain a Lake surface area in
accordance with this Section 6. It is specifically provided that any costs relating
to realignment of the Lake shoreline as provided in Subsection c. below shall be
the sole responsibility of the party with property owned adjacent to the project
area which is landscaped or otherwise improved.
b. Water Rights; Lake Surface. Subject to City of Dallas agreement,
City will enter into a raw water purchase agreement, and apply for the
modification of the Certificate of Adjudication as appropriate for City's planned
usage of the Lake water, to the extent City's use requires such modification.
Evaporation shall occur at the reconfigured Lake and City and Billingsley
mutually recognize the importance of maintaining a constant surface area and
storage volume for their respective planned utilization of the Lake. City shall be
responsible for maintaining the surface area of the Lake at a constant 362 net
acres (+I%) by replenishing its waters as required. City's covenant obligations
with respect to maintenance of Lake water elevation shall be contingent upon the
consent of the City of Dallas to the assignment of the Water Purchase Agreement,
and maintaining in the future a source of purchase for untreated water for use in
replenishment.
c. Shorelines. While the shoreline configuration resulting after
lowering of the Spillway is expected to conform generally with the boundaries
shown on Exhibit "Dm to this Northlake Agreement, the inherent uncertainties in
the lake-bottom topography may result in a slightly different shoreline
configuration. Following reclamation of the Shallows Tracts, each of City and
Billingsley shall have the option to realign the shorelines of the Lake owned by
each within the Lake bed and shoreline properties owned by each, constructing
inlets, peninsulas, varying the depth of near-shoreline lake bed, and performing
other modifications to improve functionality and aesthetic appeal, as they may
periodically elect, provided the aggregate storage volume of the Lake is not
materially reduced by such realignment(s) and the 362 net acre lake surface area
is not permanently affected. Realignment may entail (without implied limitation)
dredging, filling, and reconstruction of Lake bed and shoreline, and each party
agrees to cooperate, in good faith, with the other in any permit applications or
certificate amendments required in order to effect such realignment(s). All such
permit applications will be the responsibility of the party seeking to realign the
shoreline, and shall be at the sole cost and expense of such party. If either party
elects to realign shoreline as permitted herein, it will provide the other party upon
request with information, plans, drawings, and specifications relating to the
planned realignment.
AMENDED ASD RESTATED NOK~HLAKE AGREERIENT
d. Shoreline Exchange. In the event that master-planning of the
Cypress Waters Project for a residential community contemplated by Billingsley
calls for an adjustment of the common boundary lines between the Storage Tracts
and Shallows Tracts, for the purpose of realigning property boundaries with a
realigned shoreline, or bringing inundated portions of the lake bed under City
ownership, Billingsley and City will cooperate in effecting an exchange of
properties (the "Shoreline Exchange") adjoining the realigned shoreline, so long
as the Shoreline Exchange would result in an acre-for-acre exchange of owned
properties between Billingsley and City and occurs (if at all) within five (5) years
after the date of issuance (the "Spillway Completion Date") of the City of Dallas'
Certificate of Occupancy for spillway modifications performed by City pursuant
to this Agreement. If such a Shoreline Exchange is elected by Billingsley,
Billingsley shall notify City and provide the survey(s) necessary to confirm that
the proposed Shoreline Exchange will be on an acre-for-acre basis, without net
loss of acreage by the City. Special warranty deeds effecting such Shoreline
Exchange shall be delivered simultaneously by City and Billingsley no later than
ninety (90) days after Billingsley's notice of the proposed exchange, and title to
the exchanged properties shall be conveyed free of all debts, liens, and
encumbrances, but subject to other matters of record. The parties agree to amend
the Unit Cap to conform its boundaries to the boundaries of the property to be
owned by Billingsley affiliates (after the Shoreline Exchange). Billingsley's
right to call for a Shoreline Exchange shall be null and void after expiration of the
five (5) year period following the Spillway Completion Date.
e. Cypress Waters Recreational Facilities. City and Billingsley have
discussed the possibility of a hike-and-bike trail incorporating one or more public
piers (the "Public Trail") and a fountain or water feature for beautification
purposes (the "Water Feature")(collectively, the Public Trail and Water Feature
being herein referred to as the "Cypress Waters Recreational Facilities") in the
Shoreline Area and lake, respectively. The Public Trail is intended to be planned
to connect to other such public trails maintained by Dallas County, City of Dallas,
City of Irving, and/or City located in the vicinity of Northlake, in order to enhance
public recreation opportunities in and around the City Northlake Property. The
parties agree to cooperate in the investigation of and application for funding of the
design and installation of the Cypress Waters Recreational Facilities, but neither
City nor Billingsley presently commit to such expenditures.
f. Shoreline Area Declaration. At any time after installation of a
Public Trail is completed over more than one owner's property, if the District
shall not accept dedication of the Shoreline Area, the upkeep, maintenance, and
repair of the Shoreline Area open for public recreation shall be the responsibility
of the property owner upon whose property the Public Trail is located. City and
Billingsley shall negotiate in good faith a Declaration of Covenants, Conditions,
and Restrictions (the "Declaration") to be recorded in the Official Public Records
of Dallas County, Texas, by the fee owners of the Shoreline Area (after the
Shoreline Exchange), prohibiting the construction or installation of any above-
ground improvements, except the Cypress Waters Recreational Facilities
contemplated in this Agreement, within the Shoreline Area, and further
establishing mutually agreeable minimum standards for maintenance,
landscaping, and lighting in the Shoreline Area.
g. Water Storage. To the extent that either Billingsley or City shall in
the future elect to drill production wells for utilization of groundwater, the parties
agree to permit the storage of such water in the lake bed and withdrawal of such
added water from the lake at pump stations for irrigation purposes, as more
particularly provided in Section 8, below.
7. Reclamation Project Construction. City's contract to purchase the Storage Tract
required that it take assignment of the Water Purchase Agreement and Certificate of
Adjudication either directly from Billingsley or as Billingsley's designee under Billingsley's
contract with Luminant. City will simultaneously complete the purchase of certain property
adjoining the Lake, including the tracts on which the dam and spillway for the Lake are located.
City agrees to complete the Reclamation Project at its sole cost, subject to the following terms
and conditions:
a. Plans. For the purpose of verifying compliance with the agreed
specifications under the Settlement Agreement. City shall furnish Billingsley with copies
of the engineering plans and permits for the Reclamation Project as the same are prepared
and delivered to City. City shall also respond to Billingsley's periodic inquiries
concerning project schedule and status. Billingsley agrees to cooperate with City in the
execution of documents, instruments. consents, and assurances required of Billingsley, in
its capacity as owner of the Shallows Tracts, in the course of City's application for
permits for the Reclamation Project required under applicable law. City agrees to apply
for all permits necessary for the Reclamation Project within thirty (30) days after taking
title to the Remainder Tract.
b. Bidding. City will submit the completed plans for the Reclamation Project
for competitive bidding in accordance with Applicable Law and shall specifically require
all bidders (among any other submissions City may require) to stipulate in bid
submissions the maximum time period for completing the construction to which the
contractor is willing to bind itself contractually. City will secure a minimum of three (3)
competitive bids for the Reclamation Project.
c. Commencement and Completion of Construction. City shall commence
construction of the Reclamation Project within thirty (30) days after receiving its permit
from the City of Dallas authorizing such construction. City shall provide Billingsley with
A~IENDED AND RESTATED NORTHLAKE AGREEMENT PACE 10
a minimum of fifteen (15) days' prior written notice of construction commencement. The
construction period stipulated by the bidder selected by City for the Reclamation Project
is herein referred to as the "Completion Period." The City shall complete the
Reclamation Project within the Completion Period, subject to events or conditions such
as inclement weather preventing construction, labor disputes, acts of God, or shortages of
critical materials beyond the reasonable control of City.
d. Temporary Construction Easements. Upon request, Billingsley shall
execute and deliver to City's contractor(s) a temporary construction easement providing
City and its contractors, without fee or charge, temporary access and construction
easements over, across, through and on the Shallows Tracts to the extent necessary, in
City's reasonable discretion, to facilitate the Reclamation Project.
e. Completion Certificate. Throughout the progress of the Reclamation
Project, City shall diligently and continuously prosecute construction to completion in
accordance with applicable law and the terms of this Agreement. Billingsley and City
agree that the Reclamation Project will be deemed complete at such time as City obtains
and delivers to Billingsley the Certificate of Occupancy issued by the City of Dallas or
other applicable governmental authority and the drainage of the Lake contemplated
herein shall be occurred.
f. City's Failure to Complete Construction. If City does not timely complete
construction of the Reclamation Project as contemplated in this Section, upon a minimum
of sixty (60) days' prior written notice (the "Notice") to the City, Billingsley may elect
(the "Election") effective as of the sixtieth day after Billingsley's Notice to undertake
completion of construction of the Reclamation Project (following City's failure to
complete construction thereof on or before the Required Completion Date), subject to the
following terms:
1. The City agrees that if Billingsley elects to complete the Project or
any portion thereof in accordance with the provisions of this Section 7, effective
the date of the Election, City shall assign to Billingsley its engineering, supply,
and constructions contracts (collectively, the "Project Contracts") pertaining to
the Reclamation Project as well as the drawings, plans, and specifications therefor
(on a nonexclusive basis authorizing Billingsley to utilize such plans in
completing the portion of the Project assumed by Billingsley), and any and all
applicable permits, licenses, easements and other rights owned or held by City
and necessary to complete that portion of the Project assumed by City (on a
nonexclusive basis authorizing Billingsley to utilize such permits, licenses,
easements and other rights in completing the portion of the Project assumed by
Billingsley).
AMENDED AND RESTATED NORTHLAKE AGREEMEST PACE 1 I
. .
11. If at the time of the Election a contractor is not in default under the
its Project Contract, City shall indemnify Billingsley against all loss, costs,
damage, and expense incurred under the Project Contract prior to the date of
Billingsley's assumption thereof, and Billingsley shall assume the Owner's
obligations under the Project Contract effective as of the date of the Election.
Billingsley shall indemnify City against all loss, costs, damage, and expense
incurred under the Project Contract from and after the date of Billingsley's
assumption thereof.
. . .
111. If at the time of the Election a contractor is in default under a
Project Contract, City shall indemnify Billingsley against all loss, costs, damage,
and expense incurred under the Project Contract prior to the date of Billingsley's
Election, and Billingsley shall have no obligation or duty to assume such Project
Contract.
iv. To the full extent allowed by applicable law, City hereby agrees to
indemnify and hold Billingsley harmless from and against all out-of-pocket costs
incurred by Billingsley in completing construction of the Reclamation Project in
accordance with this Northlake Agreement and applicable law.
8. Lake Water Use. Raw water shall be available for use by the Billingsley for
irrigation and water feature recharge purposes through one or two metered pumps, to be operated
and maintained by Billingsley, at points of withdrawal to be located on the north and south
shores of the lake, with the cost of said water to be the same as the City is charged by the City of
Dallas Water Utilities (inclusive of wheeling charges, if any) to maintain the lake level as
required in subsection 5b. The maximum withdrawal shall be 1250 acre feet per year. Permitting
or amendments required in connection with such water utilization shall be Billingsley's
responsibility. In order to drain the Cypress Waters Project, City shall permit, by public drainage
easements, storm sewers, and storm water drainage, drainage of surface waters and storm sewer
conveyances into the Lake, as well as pump station easements for irrigation pumps located in one
or more locations mutually agreeable to City and Billingsley designed to provide for the efficient
supply of irrigation water to the installed irrigation systems.
9. Future Shallows Tracts Dedications. If Billingsley decides, on or before January
1, 2058, to dedicate land out of the inundated portions of the Shallows Section, if any, on a
permanent basis as lake use (excluding, however, any dedication for street or other rights-of-
way), City will have a right of first refusal to purchase such portions of the Shallows Tracts at
fair market value, to be determined by the procedure set forth in Section 10 of this Agreement,
by the same procedure as Billingsley's Right of First Refusal set forth in Section 5, above.
10. Market Value Determinations. For all purposes under this Agreement, fair market
value shall be determined by an appraiser appointed by each of the Billingsley and City, if the
two appraisers shall agree; by the average of the two appraisers' valuations, if neither differs by
more than 10% from the average of the two valuations; or by a third appraiser, selected by
mutual agreement of the two appointed appraisers, by the third appraiser's selection of one of the
two appointed appraisers' valuations. All appraisers shall be MA1 designated with a minimum
of 10 years' experience in valuing area commercial land.
11. Cooperation in Reclamation Project and Shoreline Realignment. Billingsley
agrees to cooperate to the fullest extent possible in order to facilitate the performance of the
Reclamation Project, including, but not limited to, providing to City any information reasonably
requested by or on behalf of City, attending meetings with representatives of appropriate
governmental authorities, executing documents and agreements which may arise out of or pertain
to this Agreement and/or the performance of City's obligations hereunder (including, but not
limited to, access agreements, easements, dedication agreements and public easements which do
not impair development of the Project property), obtaining agreements from holders of any liens
and/or security interests against the Shallows Tracts, subordinating such liens and/or security
interests to the covenants contained in this Agreement. Billingsley covenants and agrees not to
interfere with or otherwise impair the progress of the Reclamation Project.
12. Indemnity for Project-related Damage. To the full extent allowed by applicable
law, City shall indemnilj, and hold Billingsley harmless from and against all liens, loss, costs,
damage, or claims (including reasonable attorney's fees) asserted against or suffered or incurred
by Billingsley resulting from personal injury or property damage arising out of the City's
execution of the Reclamation Project, except for such liens, loss, costs, damages, or claims
caused by Billingsley's negligence or willful misconduct.
13. Certain Easements. Each of Billingsley and City shall cooperate with the other in
recording in the Official Public Records of Dallas County, Texas such grants of such temporary
construction easements as may be requested by the other for the purposes described in this
Northlake Agreement.
a. Temporary Construction Easement for Shoreline Realignments. Pending
con~pletion of the shoreline property exchange(s) described in Section 6(d), City and
Billingsley agree that each is granted a temporary construction easement over the
property of each in the Shoreline Area, to permit the shoreline realignments referred to in
Section 6(c), for the duration of such realignment activity.
b. Public Trail Easements. Pending funding, design, and installation of the
Cypress Waters Recreational Facilities, City agrees that it will negotiate in good faith for
the grant to Billingsley, and Billingsley will negotiate in good faith for the grant to City,
of reciprocal easements (the "Reciprocal Easements") over their respective portions of
the Shoreline Area and lake bed, for use for the Public Trail, to be located more precisely
within the Shoreline Area in accordance with the plans and specifications to be prepared
in the future and mutually approved by City and Billingsley (to the extent such plans
contemplate in~provements to property owned by each party). At such time as such plans
AR~ESDED AND RESTATED NORTHLAKE AGREEMENT PAGE 13
are approved, City and Billingsley agree to cooperate, in good faith, in documenting and
recording in the Official Public Records of Dallas County, Texas, the Reciprocal
Easements within the boundaries determined by such plans, or to effect dedication of
such easements to the Cypress Waters Municipal Management District (the "District")
should the District agree to accept dedication.
c. Pier and Water Feature Easements. In conceptual plans for the shoreline
design, Billingsley is considering the enhancement of the shoreline by installing
pedestrian piers and/or walkways over water, extending from the shoreline owned by
Billingsley affiliates, which might extend onto portions of the lake bed owned by City.
Acknowledging the negligible market value of the lake bed and lake surface for these
purposes, subject to compliance with applicable codes, ordinances, rules, and regulations
and liability limitations consistent with City's protections in comparable circumstances,
City will negotiate in good faith for the grant to Billingsley of an easement over the lake
bed owned by City for the construction, support, operation, and maintenance of such
public pedestrian piers and Water Feature, in consideration of the public interest in
enhancing recreation opportunities.
14. Covenant Not to Construct or Expand Transmission Facilities. On September 24,
1969, Luminant's and Oncor's predecessor, Dallas Power & Light Company ("DPL"), entered
into that one certain License Agreement (the "License Agreement"), granting a license to A.H.
Belo Corporation and Carter Publications Incorporated to utilize certain property now owned by
Billingsley affiliates adjacent to property owned by City (the "Licensed Premises") for
construction and operation of broadcast equipment and reserving to DPL the rights, subject to
certain contractual limitations, to (a) "construct, reconstruct, maintain and operate, on the
licensed premises, any and all electric power transmission lines, electric power substations,
telephone lines, gas lines, oil lines, water lines, or any other facilities which it may deem
necessary or desirable in the conduct of its business" and (b) grant easements or licenses to
construct "any improvement or facility of any type." On November 21, 2008, Luminant
assigned to Crow-Billingsley Investment Con~pany its interest in the License Agreement
pursuant to that one certain Amendment to License Agreement with Luminant and KLIF
Broadcasting Inc. (the successor licensee). Crow-Billingsley Investment Company hereby
covenants and agrees, for City's benefit, not to exercise any right granted to the licensor under
the License Agreement (or permit any Billingsley affiliate to exercise any such right) to install
additional electrical transmission lines, substations, or distribution facilities, or any
appurtenances to such facilities (other than service lines for buildings constructed on the
Licensed Premises), or grant any easement for the purpose of authorizing or permitting the
construction of any such additional facilities on or over the Licensed Premises.
15. References. All references to Article, Articles, Section, or Sections contained
herein are, unless specifically indicated otherwise, references to Articles and Sections of this
Agreement.
AhlENDED AND RESTATED NORTHLAKE AGREEXlEN'I
16. Captions. The
for convenience only and do
conditions of this Agreement.
captions, headings, and arrangements used in this Agreement are
not in any way affect, limit, amplify, or modify the terms and
17. Number and Gender of Words. Whenever herein the singular number is used, the
same shall include the plural where appropriate, and words of any gender shall include each
other gender where appropriate.
18. Notices. Any notice, consent, approval, request, demand, or payment required or
permitted to be given or made between the parties to this Agreement (collectively called
"Notices") must be in writing to be effective. Any Notice that is addressed to the party for
whom it is intended at its address specified for the receipt of Notices (which is currently the
address set forth below) will be deemed to have been given or made upon actual receipt after it is
deposited in the United States mail, postage prepaid, certified, return receipt requested. Any
party may change its address for the receipt of Notices by Notice in accordance with this Section.
Notices given otherwise than in accordance with this Section, such as by facsimile or by
overnight delivery, will be effective upon receipt. The current addresses of the parties for
Notices are as follows:
If to City:
With a copy to:
If to Billingsley:
City of Coppell
255 Parkway Boulevard
Coppell, Texas 750 19
Attention: City Manager
Telephone: (972) 304-36 1 8
Fax: (972) 304-3673
Robert Hager
Nichols Jackson Dillard Hager & Smith
500 North Akard, Suite 1800
Dallas, Texas 75201
Telephone: (2 14) 965-9900
Fax: (214) 965-0010
Cypress Waters Land A, Ltd.
1722 Routh Street, Suite 13 13
Dallas, TX 75201
Attention: Tatiana Bell
Telephone: (2 14) 820-0949
Fax: (214) 270- 0992
With a copy to: Carrington Coleman Sloman and Blumenthal, L.L.P.
901 Main Street, Suite 5500
Dallas, Texas 75202
AMENDED AND RESTATED NORTIII,AKE AGREEMENT
Attention: Charles C. Jordan
Telephone: (214) 855-302 1
Fax: (214) 758-3721
19. Governing Law; Venue. This Agreement is being executed and delivered, and is
intended to be performed, in the State of Texas, and the laws of such State shall govern the
validity, construction, enforcement, and interpretation of this Agreement, unless otherwise
specified herein. The parties agree that exclusive venue for any action brought for breach of this
Agreement shall lie in Dallas County, Texas.
20. Multiple Counterparts. This Agreement may be executed in any number of
identical counterparts. If so executed, each of such counterparts is to be deemed an original for
all purposes, and all such counterparts shall, collectively, constitute one agreement, but, in
making proof of this Agreement, it shall not be necessary to produce or account for more than
one such counterpart.
2 1. Parties Bound. This Agreement shall be binding upon, and inure to the benefit of,
Billingsley and City, and their respective heirs, personal representatives, successors, and assigns.
22. Further Acts. In addition to the acts and deeds recited herein and contemplated to
be performed, executed, and/or delivered by Billingsley or City, Billingsley and City agree to
perform, execute, and/or deliver or cause to be performed, executed, and/or delivered at the
Closing or after the Closing any and all such further acts, deeds, and assurances as may be
necessary to consummate the transactions contemplated hereby.
23. Time of the Essence. It is expressly agreed by the parties hereto that time is of the
essence with respect to this Agreement.
24. Dates. Each date upon which an event is to occur or a period of time is to expire
in accordance with the terms of this Agreement will automatically be postponed and extended to
the next Business Day if it falls on a Non-Business Day, and any time periods that are defined
terms in this Agreement will be automatically extended, and their definitions will include such
extensions, in accordance with this Section. A "Business Day" is a day upon which national
banks in Dallas, Texas, are open for banking business, and a "Non-Business Day" is a day upon
which national banks in Dallas, Texas, are not open for banking business.
25. Attorneys' Fees. In the event it becomes necessary for either party hereto to file
suit to enforce this Agreement or any provision contained herein, the party prevailing in such suit
shall be entitled to recover, in addition to all other remedies or damages, reasonable attorneys'
fees incurred in such suit.
26. Entire Agreement, Amendment. This Agreement, together with all exhibits
hereto and documents referred to herein, if any, constitutes the entire arrangements and
understandings among the parties hereto. This Agreement may not be amended, modified,
AMENDED AND RESTATED NORTHLAKE AGREEMENT PAGE 16
changed or supplemented, nor may any obligations hereunder be waived except by a writing
signed by the party to be charged or by its agent duly authorized in writing or as otherwise
permitted herein.
27. Severabilit~. Whenever possible, each provision of this Agreement and every
related document shall be interpreted in such manner as to be valid under applicable law; but, if
any provision of any of the foregoing shall be invalid or prohibited under said applicable law,
such provision shall be ineffective to the extent of such invalidity or prohibition without
invalidating the remainder of such provision or the remaining provisions of this Agreement.
28. Waiver. No claim of waiver, consent, or acquiescence with respect to any
provision of this Agreement shall be made against any party hereto except on the basis of a
written instrument executed by or on behalf of such party. However, the party for whose
unilateral benefit a condition is herein inserted shall have the right to waive such condition.
29. Assignment. Except as expressly permitted by this Section, neither party may
assign this Agreement without the prior written consent of the other party, which may be given
or withheld in the non-assigning party's sole and absolute discretion. Any such prohibited
assignment shall be void. Notwithstanding the foregoing prohibition, either party may assign
this Agreement without the other party's consent to an Affiliate of the assigning parly. Subject
to the foregoing, this Agreement shall be binding upon and inure to the benefit of the respective
legal representatives, successors, assigns, heirs, and devisees of the parties. For the purposes of
this Section, the term Affiliate means (a) an entity that directly or indirectly controls, is
controlled by or is under common control with a party or (b) an entity at least a majority of
whose economic interest is owned by a party or which owns a party; and the term control means
the power to direct the management of such entity through voting rights, ownership or
contractual obligations.
30. Disclaimer of Third Party Benefit. This Agreement is not intended to give or
confer any benefits, rights, privileges, claims, actions or remedies to any person or entity as a
third party beneficiary, decree, or otherwise.
31. Reciprocal Releases. The following releases were contained in the Settlement
Agreement, and City and Billingsley hereby express their mutual intention to ratify and confirm
such releases (to the extent of the binding effect thereof on a party to this Northlake Agreement),
notwithstanding any term or provision of this Northlake Agreement to the contrary. (To the
extent that the Settlement Agreement governed legal and/or contractual relations between
Billingsley affiliates and the Coppell Independent School District, which was also a party to the
Settlement Agreement, Billingsley herby confirms its intention to preserve and ratify such legal
and/or contractual relations without amendment of any kind.)
a. Release of Governmental Authorities. In consideration of the foregoing,
Developer, Trammel1 Crow Company No. 43, Ltd. and CB Parkway Business Center VI,
A~IENDED ARD RESTATED NORTHLAKE AGREEMENT
Ltd., with the intention of binding such parties' respective affiliates, partners, managers,
directors, predecessors, successors, and assigns, RELEASES, ACQUITS and
DISCHARGES City of Coppell and Coppell Independent School District, together with
their respective governing bodies, present and former trustees, present and former
Council members, directors, managers, superintendents, staff members, attorneys,
successors and assigns, from each and every claim, damage or injury, including, but not
limited to debts, interest, and attorneys fees, and causes of action of every nature
whatsoever, whether asserted or not, whether known or unknown, which exist as of or
prior to the date of the execution of this Agreement, directly or indirectly related to any
complaints comprising the Pending Litigation, or complaints which could have been
made known to any of the parties by another party, arising out of any dealings, acts or
inactions between and/or among the parties, SAVE AND EXCEPT the liabilities and
obligations of the parties created under this Agreement or the collateral settlement
documents executed contemporaneously herewith or contemplated hereby.
b. Release of Developer. In consideration of the foregoing, City of Coppell
and Coppell Independent School District, together with their respective governing bodies,
trustees, Council members, directors, managers, superintendents, staff members,
attorneys, successors and assigns, RELEASES, ACQUITS and DISCHARGES
Developer, Trammel1 Crow Company No. 43, Ltd. and CB Parkway Business Center VI,
Ltd., and such parties' respective affiliates, present and former partners, managers,
directors, predecessors, successors, and assigns, from each and every claim, damage or
injury, including, but not limited to debts, interest, and attorneys fees, and causes of
action of every nature whatsoever, whether asserted or not, whether known or unknown,
which exist as of or prior to the date of the execution of this Agreement, directly or
indirectly related to any complaints comprising the Pending Litigation, or complaints
which could have been made known to any of the parties by another party, arising out of
any dealings, acts or inactions between and/or among the parties, SAVE AlVD EXCEPT
the liabilities and obligations of the parties created under this Agreement or the collateral
settlement documents executed contemporaneously herewith or contemplated hereby.
Each capitalized term in this Section 31 shall have the meaning assigned in the
Settlement Agreement.
32. List of Exhibits. All references to Exhibits contained herein are references to
exhibits attached hereto, all of which are made a part hereof for all purposes. The following is a
list of exhibits for convenience only:
a. Exhibit "A": Remainder Property Description
b. Exhibit "B": Revised Oncor Easement
c. Exhibit "C": Projected Lake Pool and Shoreline Area Description
AhlENDED AND RESI'A'I CD NORTHLAKE AGREEMENT
d. Schedule 1 : Luminant-City Contract
e. Schedule 2: Remainder Right of First Refusal [conforming to prior right
of first refusal]
33. Effective Date. The effective date of this Northlake Agreement (the "Effective
Date") shall be the date that a fully executed original is delivered by the last party to execute it.
IN WITNESS WHEREOF, the parties have executed this Northlake Agreement effective
as of the Effective Date.
[Signature Pages Follow]
AhlENDED AND RESTATED NORTHLAKE ACKEEI~IEST
BILLINGSLEY:
Cypress Waters Land A, Ltd.,
a Texas limited partnership
By: Billingsley 380 North GP, LLC,
a Texas limited liability company,
Its General Partner
By:
,
Manager
Date: ,2013
TRAMMELL CROW COMPANY NO. 43 LTD.
CB PARKWAY BUSINESS CENTER VI, LTD.
[OTHER BILLINGSLEY PARTIES?]
AMENDED AND RESTATED NOR'II-~LAKE AGREEMENT
CITY:
CITY OF COPPELL,
a Texas home rule municipality
By:
Clay Phillips, City Manager
Date: ,2013
ATTEST:
City Secretary
APPROVED AS TO FORM AND CONTENT:
City Attorney
EXHIBIT "A"
Remainder Property Description
A~IE~DED AND RESTATED NORTCILAKE AGREEVENT
EXHIBIT A-1
DAM PROPERTY
Tract I
BEING a 39.638 acre tract of land situated in the G. Hendricks Survey, Abstract No. 630, the J.G. Carlock Survey,
Abstract No. 312 and the Francis Jones Survey, Abstract No. 674 in Dallas County, Texas, and being a portion of a
tract of land described in deed to Dallas Power & Light Company, recorded in Volume 4378, Page 372, of the Deed
Records of Dallas County, Texas (D.R.D.C.T.), and a portion of a tract of land described in deed to Dallas Power &
Light Company, recorded in Volume 4420, Page 549 D.R.D.C.T. Said 39.638 acre tract being more particularly
described by metes and bounds as follows:
BEGiNNlNG at a 314 inch iron rod found (N=7,031,066.82, E=2,438,553.41) at the northwest corner of the Grand
Estates at Northlake Hills Phase 11, recorded in Volun~e 2005041, Page 185 of the Plat Records of Dallas County,
Texas (P.R.D.C.T.) and in the south line of a tract of land dcscribed in deed to Crow-Billingslcy Belt Line, LTD.,
recorded in Volume 86068, Page 5186 of the Official Public Records of Dallas County, Texas (O.P.R.D.C.T.) from
which a 314" iron rod found capped "PEWITT" bears S 32"30157" W, a distance of 0.78 feet;
TIIENCE: S 00" 22' 55" E, with the West line of said Grand Estates at Northlake Hills Phase 11, a distance of
1102.51 feet to a 518 inch iron rod with Aluminum Cap stamped "'Frontier Surveying Company - RPLS 5991" set
for the southeast corner of this tract and the northeast corncr of a tract of land described as "East Tract IB" in deed to
the City of Coppell, recorded in Document No. 20080370218 O.P.R.D.C.T.;
THENCE: WEST, with the north line of said City of Coppell tract, a distance of 734.96 feet to a point on the
meander line of the easterly shoreline of North Lake established at an elevation of 509.00 feet and the common
northwest corner of said City of Coppell tract;
THENCE: in a northerly direction, along said established 509.00 foot elevation meander line, the following courses
and distances listed as follows for reference purposes only;
N 26'13'37" W, a distance of 1853.70 feet to a point for corner;
N 75'06'50" W, a distance of 32.32 feet to a point for corner;
N 20°52'39" E, a distance of 46.22 feet to a point for corner;
S 77'50'52" W. a distance of 61.00 feet to a point for corner;
N 22O55'50" W, a distance of 39.04 feet to a point for corner;
N 53O58'22" E, a distance of 3 1.3 1 feet to a point for corner;
N 16'22'22" E a distance of 24.51 feet to a point for corner;
N 26'38'33" W, a distance of 87.99 feet to a point for corner;
THENCE: EAST over and across said Dallas Power & Light Company, tract, a distance of 868.99 feet to a 518 inch
iron rod with Aluminum Cap stamped "Frontier Surveying Company - RPLS 5991" set in the west line of a tract of
land described as "Tract 4", in deed to Crow-Billingsley North Lake HB&T Joint Venture, recorded in Volume
90106, Page 2492 D.R.D.C.T. from which a 112 inch iron rod found capped "RPLS6013TX0 bears N 00°34'01" W, a
distance of 75.72 feet;
THENCE: S 00°34'01" E. with the West line of said Crow-BilIingsley North Lake HB&T Joint Venture Tract and
the west line of a tract of land described in deed to Trammel Crow Company No. 43 Et al, recorded in Document
Purchase and Sale Agreement - North Lake
1505488v.17 EFH100152002
No. 20070001189 O.P.R.D.C.T., and passing a chain link fence corner post at the south corner of said Crow-
Billingsley North Lake HBKT Joint Venture 'Tract and the common northwcst corner of said Trammel Crow
Company No. 43 Et al tract at a distance of 69.38 feet and continuing with the west line of said Trammel Crow
Company No. 43 Et al tract, a total distance of 169.15 fcet to a 518 inch iron rod with Aluminum Cap stamped
"Frontier Surveying Company - RPLS 5991" set for corner from which a chain link fence post found bears N 83"
16'45" W, a distance of 2.93 feet;
THENCE: S 30" 26' 32" E, continuing with the West line of said Trammel Crow Company No. 43 Et al tract, a
distance of 678.19 feet to a 518 inch iron rod with Aluminum Cap stamped "Frontier Surveying Company - RPLS
5991" set at the southwest corner of said Trammel Crow Company No. 43 Et al tract from which a chain link fence
post bears S 39'51'52" E, a distance of 1.33 feet;
THENCE: S 89" 46' 16" E, with the south line of said Trammel Crow Company No. 43 Et al tract and the south line
of said Crow-Billingsley Belt Line, LTD. tract, passing a 3/8 inch iron rod found at the southeast corner of said
Trammel Crow Company No. 43 Et al tract and the common southwest corner of said Crow-Billingsley Belt Line,
LTD. tract at a distance of 201.3 1 feet, and continuing with the south line of said Crow-Billingsley Belt Line, LTD.
tract a total distance of 429.36 feet to the POlNT OF BEGINNING and containing 39.638 acres of land more or less.
Tract 2
BElNG a 16.014 acre tract of land situated in the Francis Jones Survey, Abstract No. 674, in Dallas County, Texas,
and being a portion of a called 490.6 acre tract of land described in deed to Dallas Power & Light Company,
recorded in Volume 4378, Page 372, of the Deed Records of Dallas County, Texas (D.R.D.C.T.) and being more
particularly described by metes and bounds as follows:
BEGINNING at a 518 inch iron rod with aluminum cap stamped "FRONTIER SURVEYING COMPANY - RPLS
5991" set (N = 7,028,735.94, E = 2,438,568.69) at the southwest corner of a tract of land described as "EAST
TRACT IB" in deed to the City of Coppell, recorded in Document No. 20080370218 Official Public Records Dallas
County, Texas (O.P.R.D.C.T.) and in the west line of the Final Plat of The Hollows of Valley Ranch Section Four,
recorded in Volume 95012, Page 6285 of the Plat Records of Dallas County, Texas (P.R.D.C.T.) from which a 314
inch iron rod found at the northwest corner of the Final Plat of Grand Estates At Northlake Hills Phase 11, recorded
in Volume 2005041, Page 185, P.R.D.C.T. bears N 00~22'32" W, a distance of 2330.92 feet;
THENCE: S 00°21' 19" E, with the west line of said Hollows of Valley Ranch Section Four and the west line of The
Final Plat of the Hollows of Valley Ranch, Amended, Section Two, Recorded in Volume 94067, Page 7887,
P.R.D.C.T., a distance of 947.44 feet to a point at the southwest corner of said Hollows of Valley Ranch, Amended,
Section Two and the common northwest corner of The Amended Final Plat of Valley Ranch, Phase IV, 6th
Installment, recorded in Volume 94197, Page 2086, P.R.D.C.T. from which a 112 inch iron rod found bears N
45O52'59" E, a distance of l .OO foot;
THENCE: S 00" 21' 7" E: with the West line of said Valley Ranch Phase 1v-6~~ Installment, a distance of 256.81
feet to a 112 inch iron rod found at the northeast corner of a tract of land conveyed to C W Shoreline Land, LTD.,
recorded in Document No. 20 1200024638 of the Official Public Records of Dallas County, Texas (O.P.R.D.C.T.):
THENCE: West, with the North line of said C W Shoreline Land, LTD. tract, a distance of 384.77 feet to a point on
the meander line of the easterly shoreline of North Lake established at an elevation of 509.00 feet;
THENCE: in a northerly direction, along said established 509.00 foot elcvation meander line, the following courses
and distances for listed for reference purposes only;
N 08" 40' 03" W, a distance of 26.24 fcet to a point for corner;
N 46" 36' 01" W, a distance of 203.92 feet to a point for corner;
N 35" 50' 06" W, a distance of 164.27 feet to a point for corner;
Purchase and Sale Agreement - North Lake
1505488v.17 EFH100152002
N 17" 52' 45" W, a distance of 169.59 feet to a point for corner;
N 01" 14' 05" W. a distance of 183.97 feet to a point for corner;
N 20" 00' 12" E, a distance of 166.36 feet to a point for corner;
N 27" 09' 58" E, a distance of 453.36 feet to a point at the southwest corner of said City of Coppell
tract;
THENCE: East, with the South line of said City of Coppell tract, a distance of 417.73 feet to the POINT OF
BEGINNING and containing 16.014 acres of land more or Icss.
Purchase and Sale Agreement - North Lake
1505488v.17 EFH100/52002
EXHIBIT A-2
PUMP STATION PROPERTY
That certain tract of land lying and situated in Dallas County, Texas, being a part of that certain 11.62 acre tract of
land in the W. Perry Survey, Abstract No. 1152 conveyed to the City of Dallas by A.G. Kirksey, et ux, by a deed of
record in Volume 540, Page 21, Deed Records of Dallas County, Texas, and more particularly described by metes
and bounds as follows:
BEGINNING at a point in the most westerly line of the said 1 1.62 acre tract, 89.0 feet N 0" 03' W of the extreme
southwest comer thereof located in the old Dallas-Denton Road;
THENCE N 0" 03' W along the most westerly line of the said 1 1.62 acre tract, a distance of 11 1.0 feet to an iron pin
set in concrete;
THENCE N 46" 57' E, continuing with the boundary line of the said 11.62 acre tract, a distance of 290.0 feet to a
point for corner;
THENCE S 43" 03' E, 40.7 feet to a point on the west bank of the Elm Fork of the Trinity River;
THENCE S 14" 15' E, 64.0 feet to a point for comer;
THENCE S 37"s' W, 30.0 feet to a point for comer;
THENCE S 88" 25' W, 64.0 feet to a point on the west bank of the Elm Fork of the Trinity River;
THENCE S 37" 05' W along the west bank of the Elnl Fork of the Trinity River, a distance of 30.0 feet to a point for
comer;
THENCE N 52" 55' W, a distance of 35.0 feet to a point for comer;
THENCE S 46'57' W, a distance of 83.3 feet to a point for comer;
THENCE S 37" 56' W, a distance of 54.9 feet to a point for comer;
THENCE S 22" 50' W, a distance of 54.5 feet to a point for comer;
THENCE S 16" 46' W, a distance of 40.0 feet to the place of beginning; and containing 0.397 acre of land.
Purchase and Sale Agreement - North Lake
1505488~. 17 EFH100152002
EXHIBlT A-3
PAD SITE PROPERTY
BEING a 2.741 acre tract of land situated in the Francis Jones Survey, Abstract Number 674, and in Official
City of Dallas Block Number 8470, in the City of Dallas, Dallas County, Texas, and being a part of that tract
of land described in deed to Dallas Power & Light Company, as recorded in Volume 4378, Page 372, of the
Deed Records of Dallas County, Texas (D.R.D.C.T.), and being more particularly described as follows:
COMMENCING at a 518 inch found iron rod for the common north coiner of said Dallas Power & Light
Company tract and Grand Estates at Northlake Hills Phase 11, an addition to the City of Irving, Dallas County,
Texas, as recorded in Volume 2005041, Page 185, of the Official Public Records of Dallas County, Texas
(O.P.R.D.C.T.);
THENCE South 00 degrees 23 ininutes 11 seconds East, along the east line of said Dallas Power & Light
Company tract, a distance of 1,4 15.88 feet to a point for comer;
THENCE South 79 degrees 48 ininutes 40 seconds West, departing said east line, a distance of 457.63 feet
to a 112 inch set iron rod with yellow plastic cap stamped "HALFF ASSOC INC." (hereinafter referred to
as "with cap") for the POINT OF BEGINNING of the herein described tract;
THENCE South 10 degrees 11 minutes 20 seconds East, a distance of 398.00 feet to a 112 inch set iron rod
with cap for corner;
THENCE South 79 degrees 48 minutes 40 seconds West, a distance of 300.00 feet to a 112 inch set iron
rod with cap for comer;
THENCE North 10 degrees 11 ininutes 20 seconds West, a distance of 398.00 feet to a 112 inch set iron
rod with cap for comer;
THENCE North 79 degrees 48 min~~tes 40 seconds East, a distance of 300.00 feet to the POINT OF
BEGINNING and CONTAINING 119,400 square feet or 2.741 acres of land, more or less.
The Basis of Bearing of this Survey is NAD 83 (1993) Texas State Plane North Central Zone 4202 as
observed by GPS from "DALLAS CORS ARP", "COLLIN CORS ARP", "ARLINGTON CORS",
"DENTON CORS ARP". Coilvergence angle at "DALLAS CORS ARP" is - 03 degrees 01 minutes 49.9
seconds as computed by Corpscon for Windows Version 6.0. All coordinates shown are surface and may be
converted to grid by dividing by the conversion factor of 0.99983043.
Purchase and Sale Agreement - North Lake
1505488~. 17 EFH100152002
Exhibit C
Plant Property
The remainder of those tracts of land, owned by Seller, lying in the McKinney & Williams Survey, Abstract No.
1054 and being a portion of those tracts described in a deed to Dallas Power & Light Company recorded in Volume
4420, Page 549 and in Volume 4414, Page 82 and Volu~ne 4519, Page 62 in the Deed Records of Dallas County
Texas.
Purchase and Sale Agreement - North Lake
1505488v.17 EFH100152002
EXHIBIT "B"
Revised Oncor Easement
AMENDED AND RES~ATED NORTHLAKE AGREF,\lEN'L'
Line Name: I
Tract: I a Easement #: 1
WA #:
EASEMENT AND RIGHT OF WAY
STATE OF 'TEXAS 9
9 KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS 9
That, the City of Coppell, a Texas municipality, hereinafter called "Grantor,"
whether one or more, for and in consideration of Ten and no1100 Dollars ($10.00) and
other valuable consideration to Grantor in hand paid by Oncor Electric Delivery
Company LLC, a Delaware limited liability company, 1616 Woodall Rodgers Freeway,
Dallas, Texas 75202, hereinafter referred to as "Grantee", has granted, sold and
conveyed and by these presents does grant, sell and convey unto said Grantee, its
successors and assigns, an easement and right-of-way for electric transmission,
distribution and cornmunication lines, each consisting of a variable number of wires and
cables, together with all necessary or desirable appurtenances including supporting
structures, foundations, guy wires and guy anchorages (the"'Facilities") over, under,
across and upon all that certain tract(s) of land located in Dallas County, Texas, more
particularly described in Exhibits A and B, attached hereto and made part hereof.
Together with: (1) the right of ingress and egress over and along the easement
and right-of-way and over Grantor's adjacent lands to or from the easement and right-of-
way, for the purpose of and with the right to construct, operate, improve, reconstruct,
replace, repair, inspect, patrol, maintain and add or remove such electric power and
communications lines or other Facilities as the Grantee may from time to time find
necessary, convenient or desirable to erect thereon during the initial construction of the
Facilities or at any time thereafter; (2) the right to install gates in all existing and future
fences crossing the easement and right-of-way, provided such gates will be installed in
a manner that will not weaken such fences; (3) the right to relocate its facilities along the
same general direction of said lines; (4) the right to trim and cut down trees and
shrubbery on the easement and right-of-way, including by use of herbicides or other
similar chemicals approved by the U. S. Environmental Protection Agency, to the extent,
in the sole judgment of the Grantee, necessary to prevent possible interference with the
operation of said lines or to remove possible hazard thereto; and (5) the right to remove
at Grantor's expense or to prevent the construction on the easement and right-of-way of
any or all buildings, structures and obstructions.
Grantor shall not make or cause any changes in grade, elevation, or contour of
the land (except those activities, excluding terracing, associated with normal agricultural
activities) within the easement and right-of-way described herein without first providing
advance notice and obtaining prior written consent to do so from Grantee. If written
consent is not obtained prior to any action by Grantor that causes any changes in
grade, elevation, or contour of the land within the easement and right-of-way, Grantor
shall, upon demand from Grantee, at Grantor's expense, restore the easement and
right-of-way to its previously existing condition, or reimburse Grantee fully for the cost of
adjusting its Facilities as necessary to accommodate the change in grade, elevation, or
contour of the land within the easement and right-of-way in the event Grantor fails to
promptly restore the grade, elevation, or contour to its previously existing condition.
Grantor shall not perform any excavations, trenching, or other soil disturbing
activities (except those activities, excluding terracing, associated with normal
agricultural activities) that, in the sole judgment of Grantee, will endanger the integrity of
the supporting structures and/or foundations or other Facilities, as applicable, or
perform any other activities that may, in the sole judgment of Grantee, remove, reduce,
or adversely affect or impact the lateral support of the supporting structures and/or
foundations or other Facilities, as applicable, without first providing advance notice and
obtaining prior written consent to do so from Grantee. If prior written consent is not
obtained by Grantor prior to performing any excavation, trenching or other soil
disturbing activity that endarlgers the integrity of the supporting structures or
foundations or other Facilities, as applicable, Grantor shall, upon demand from Grantee,
at Grantor's expense, restore the easement and right-of-way to its previously existing
condition, or reimburse Grantee fully for the cost of adjusting its Facilities as necessary
to accommodate the excavation, trenching, or soil disturbing activity in the event
Grantor fails to promptly restore the easement and right-of-way to its previously existing
condition or cannot do so.
Grantor reserves the right to use the easement and right of way area provided
such use shall not include the growing of trees thereon or any other use that might, in
the sole judgment of the Grantee, interfere with the exercise by the Grantee of the rights
hereby granted. Grantor further reserves the right to lay out, dedicate, construct,
maintain and use across said strip such roads, streets, alleys, railroad tracks,
underground telephone cables and conduits and gas, water and sewer pipe lines as will
not interfere with Grantee's use of said land for the purpose aforesaid, provided all such
facilities shall be located at angles of not less than 45 degrees to any of Grantee's lines,
and shall be so constructed as to provide with respect to Grantee's Facilities the
minimum clearances provided by law and recognized as standard in the electrical
industry, as same may change from time to time. Grantor also reserves the right to
erect fences not more than 8 feet high across said land, provided all such fences shall
have gates, openings, or removable sections at least 16 feet wide which will permit
Grantee reasonable access to all parts of said land. Should Grantee later determine
that a width greater than 16 feet is necessary, then Grantee shall have the right granted
above to install additional or wider gates at its sole discretion, but the installation of such
additional or wider gates shall be at the sole expense of Grantee.
Grantor retains all right, title, and interest in and to all oil, gas, and other minerals
(whether by law classified as part of the mineral estate or the surface estate) and
groundwater in, on, and under the strip or land described herein; provided, however,
that Grantor shall not be permitted to drill for oil, gas, and other minerals, and
groundwater from and under said strip of land but Grantor may extract oil, gas, and
other minerals, and groundwater from and under said strip of land by directional drilling,
mining, or other means, so long as Grantee's use of said strip is not disturbed, which
VERSION 05131 1
EASEMENT AND RIGHT OF WAY
use shall include the right of Grantee to physical andlor lateral support for the Facilities,
as well as the right that the Facilities shall not be endangered, obstructed, or interfered
with by such operations.
In addition to the consideration above recited for the easement and right-of-way
hereby granted, the Grantee will pay to the owner of the land, and, if leased, to his
tenant, as they may be respectively entitled for actual damages to fences and growing
crops and improvements located on the easement and right-of-way caused by reason of
the construction, maintenance, addition or removal of said lines; provided, however, that
no such payment will be made for trimming or removal of trees growing on the
easement and right-of-way, nor for removal of buildings, structures, or obstructions
erected upon the easement and right-of-way after granting of this easement and right-
of-way.
TO HAVE AND TO HOLD the above described easement and right-of-way unto
the said Grantee, its successors and assigns, until all of said lines and other Facilities
shall be abandoned, and in that event said easement and right-of-way shall cease and
all rights herein granted shall terminate and revert to Grantor or Grantor's heirs,
successors or assigns; and Grantor hereby binds Grantor and Grantor's heirs,
successors, assigns, and legal representatives, to warrant and forever defend the
above described easement and right-of-way unto Grantee, its successors and assigns,
against every person whomsoever lawfully claiming or to claim tlie same or any part
thereof. This easement may be assigned in whole or in part.
EXECUTED this - day of , A.D. 20-.
Grantor
Luniinant Generation Company LLC,
a Texas limited liability company
By:
Name:
Title:
VERSION 051311
EASEMENT AND RIGHT OF WAY
ACKNOWLEDGEMENT
STATE OF TEXAS §
9
COUNTY OF DALLAS §
BEFORE ME, the undersigned authority, on this day personally appeared
1 as the
of Luminant Generation Corr~pany LLC, a
Texas limited liability company, known to me to be the person whose name is
subscribed to the foregoing instrument and acknowledged to me that helshe executed
the same for the purposes and consideration therein expressed, in the capacity therein
stated and helshe is authorized to do so.
GIVEN LINDER MY HAND AND SEAL OF OFFICE this - day of , A. D.
20-.
Notary Public in and for the State of Texas
After recording, return to:
Laura De La Paz
Oncor Electric Delivery Company
Suite 505
11 5 W 7th Street
Ft. Worth, Texas 761 02
VERSION 051 31 1
EASEMENT AND RIGHT OF WAY
EXHIBIT A
FIELD NOTE I)ESCRIPTION
BEING a 9.389 acre tract of land situated in the J. G. Carlock Survey, Abstract No. 312 and the Francis Jones
Survey, Abstract No. 674 in Dallas County, Texas, and being a portion of a tract of land described in deed to Dallas
Power & Light Company, recorded in Volume 4378, Page 372, of the Deed Records of Dallas County, Texas
(D.R.D.C.T.) and a portion of a tract of land described in deed to Dallas Power & Light Company, recorded in
Volume 4420, Page 549 D.R.D.C.T. Said 9.389 acre tract being more particularly described by metes and bounds as
follows:
COMMENCING at a 314 inch iron rod found at the northwest comer of the Grand Estates at Northlake Hills Phase
11, recorded in Volume 2005041, Page 185 of the Plat Records of Dallas County, Texas (P.R.D.C.T.) and in the
south line of a tract of land described in deed to Crow-Billingsley Belt Line. LTD., recorded in Volume 86068, Page
5186 of the Official Public Records of Dallas County, Texas (O.P.R.D.C.T.) fiom which a 314 inch iron rod found
capped "PEWITT" bears S 32"30t50" W, a distance of 0.78 feet;
THENCE: S 00" 22' 55" E, with the West line of said Grand Estates at Northlake Hills Phase 11, a distance of 622.33
feet to THE POINT OF BEGINNING;
THENCE: S 00" 22' 55" E, continuing with the West line of said Grand Estates at Northlake Hills Phase 11, a
distance of 480.17 feet to a 518 inch iron rod with Aluminum Cap stamped "Frontier Surveying Company - RPLS
5991" set for the southeast corner of this tract and the northeast comer of a tract of Iand described as "East Tract 1B"
in deed to the City of Coppell, recorded in Document No. 20080370218 O.P.R.D.C.T.;
THENCE: WEST, with the north line of said City of Coppell tract, a distance of 25 1.43 feet to a point for comer;
THENCE: over and across said Dallas Power & Light Company tract the following courses and distances;
N 00'2 1'52" W, a distance of 501.89 feet to a point for comer;
N 30'3 1'08" W, a distance of 1574.25 feet to a point for comer;
EAST, a distance of 272.06 feet to a 518 inch iron rod with Aluminum Cap stamped "Frontier Surveying
Company - RPLS 5991" set in the west line of a tract of land described as "Tract 4", in deed to Crow-
Billingsley North Lake HB&T Joint Venture, recorded in Volume 90106, Page 2492 D.R.D.C.T. from
which a 112 inch iron rod found capped "RPLS6013TX" bears N 00°34'01" W, a distance of 75.72 feet;
THENCE: S 00°34'01" E, with the west line of said Crow-Billingsley North Lake HB&T Joint Venture Tract and
the west line of a tract of land described in deed to Trammel Crow Company No. 43 Et al, recorded in Document
No. 20070001189 O.P.R.D.C.T., and passing a chain link fence comer post at the south comer of said Crow-
Billingsley North Lake HB&T Joht Venture Tract and the common northwest corner of said Trammel Crow
Company No. 43 Et a1 tract at a distance of 69.38 feet and continuing with the west line of said Trammel Crow
Company No. 43 Et a1 tract, a total distance of 169.15 feet to a 518 inch iron rod with Aluminum Cap stamped
"Frontier Surveying Company - RPLS 5991" set for comer fiom which a chain link fence post found bears N
83'16'45" W, a distance of 2.93 feet;
THENCE: S 30" 26'32" E, continuing with the West line of said Trammel Crow Company No. 43 Et a1 tract, a
distance of 678.19 feet to a 518 inch iron rod with Aluminum Cap stamped "Frontier Surveying Company - RPLS
5991" set at the southwest comer of said Trammel Crow Company No. 43 Et a1 tract from which a chain link fence
post bears S 39'51'52" E, a distance of 1.33 feet;
THENCE: S 89"46'16" E, with the south line of said Trammel Crow Company No. 43 Et a1 Tract, a distance of 66.07
feet to a point for comer;
THENCE: S 30°30'02" E, over and across said Dallas Power & Light Company tract, a distance of 723.95 feet to the
POINT OF BEGINNING and containing 9.389 acres of land more or less.
EXHIBIT B
DEPICTION OF EASEMENT AREA
Line Name: 1
Tract: I b Easement #: 1
WA #:
EASEMENT AND RIGHT OF WAY
STATE OF TEXAS 8
0 KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS 0
That, City of Coppell, a Texas municipality, hereinafter called "Grantor," whether
one or more, for and in consideration of Ten and no1100 Dollars ($10.00) and other
valuable consideration to Grantor in hand paid by Oncor Electric Delivery Company
LLC, a Delaware limited liability company, 1616 Woodall Rodgers Freeway, Dallas,
Texas 75202, hereinafter referred to as "Grantee", has granted, sold and conveyed and
by these presents does grant, sell and convey unto said Grantee, its successors and
assigns, an easement and right-of-way for electric transmission, distribution and
communicatior~ lines, each consisting of a variable number of wires and cables, together
with all necessary or desirable appurtenances including supporting structures,
foundations, guy wires and guy anchorages (the "Facilities") over, under, across and
upon all that certain tract(s) of land located in Dallas County, Texas, more particularly
described in Exhibits A and 6, attached hereto and made part hereof.
Together with: (1) the right of ingress and egress over and along ,the easement
and right-of-way and over Grantor's adjacent lands to or from the easement and right-of-
way, for the purpose of and with tlie right to construct, operate, improve, reconstruct,
replace, repair, inspect, patrol, maintain and add or remove such electric power and
communications lines or other Facilities as the Grantee may from time to time find
necessary, convenient or desirable to erect thereon during the initial construction of the
Facilities or at any time thereafter; (2) the right to install gates in all existing and future
fences crossing the easement and right-of-way, provided such gates will be installed in
a manner that will not weaken such fences; (3) the right to relocate its facilities along the
same general direction of said lines; (4) the right to trim and cut down trees and
shrubbery on the easement and right-of-way, includiqg by use of herbicides or other
similar chemicals approved by ,the U. S. Environmental Protection Agency, to the extent,
in the sole judgment of the Grantee, necessary to prevent possible interference with the
operation of said lines or to remove possible hazard thereto; and (5) the right to remove
at Grantor's expense or to prevent the construction on the easement and right-of-way of
any or all buildings, structures and obstructions.
Grantor shall not make or cause any changes in grade, elevation, or contour of
the land (except those activities, excluding terracing, associated with normal agricultural
activities) within the easement and right-of-way described herein without first providing
advance notice and obtainiqg prior written consent to do so from Grantee. If written
consent is not obtained prior to any action by Grantor that causes any changes in
grade, elevation, or contour of the land within the easement and right-of-way, Grantor
shall, upon demand from Grantee, at Grantor's expense, restore the easement and
right-of-way to its previously existing condition, or reimburse Grantee fully for the cost of
adjusting its Facilities as necessary to accommodate the change in grade, elevation, or
contour of the land within the easement and right-of-way in the event Grantor fails to
promptly restore the grade, elevation, or contour to its previously existing condition.
Grantor shall not perform any excavations, trenching, or other soil disturbing
activities (except those activities, excluding terracing, associated with normal
agricultural activities) that, in the sole judgment of Grantee, will endanger tlie integrity of
the supporting structures and/or foundations or other Facilities, as applicable, or
perform any other activities that may, in the sole judgment of Grantee, remove, reduce,
or adversely affect or impact the lateral support of the supporting structures andlor
foundations or other Facilities, as applicable, without first providing advance notice and
obtaining prior written consent to do so from'Grantee. If prior written consent is not
obtained by Grantor prior to performing any excavation, trenching or other soil
disturbing activity that endangers the integrity of the supporting struct~~res or
foundations or other Facilities, as applicable, Grantor shall, upon demand from Grantee,
at Grantor's expense, restore the easement and right-of-way to its previously existing
condition, or reimburse Grantee fully for the cost of adjusting its Facilities as necessary
to accommodate the excavation, trenching, or soil disturbing activity in the event
Grantor fails to promptly restore the easement and right-of-way to its previously existing
condition or cannot do so.
Grantor reserves 'the right to use the easement and right of way area provided
such use shall not include the growing of trees thereon or any other use that might, in
the sole judgment of the Grantee, interfere with the exercise by the Grantee of the rights
hereby granted. Grantor further reserves the right to lay out, dedicate, construct,
maintain and use across said strip such roads, streets, alleys, railroad tracks,
underground telephone cables and conduits and gas, water and sewer pipe lines as will
not interfere with Grantee's use of said land for the purpose aforesaid, provided all such
facilities shall be located at angles of not less than 45 degrees to any of Grantee's lines,
and shall be so constructed as to provide with respect to Grantee's Facilities the
rr~inimum clearances provided by law and recognized as standard in the electrical
industry, as same may change from time to time. Grantor also reserves the right to
erect fences not more than 8 feet high across said land, provided all such fences shall
have gates, openings, or removable sections at least 16 feet wide which will permit
Grantee reasonable access to all parts of said land. Sho~~ld Grantee later determine
that a width greater than 16 feet is necessary, then Grantee shall have the right granted
above to install additional or wider gates at its sole discretion, but the installation of such
additional or wider gates shall be at the sole expense of Grantee.
Grantor retains all right, title, and interest in and to all oil, gas, and other minerals
(whether by law classified as part of the mineral estate or the surface estate) and
groundwater in, on, and under the strip or land described herein; provided, however,
that Grantor shall not be permitted to drill for oil, gas, and other minerals, and
groundwater from and under said strip of land but Grantor may extract oil, gas, and
other minerals, and groundwater from and under said strip of lalid by directional drilling,
mining, or other means, so long as Grantee's use of said strip is not disturbed, which
VERSION 051 31 1
EASEMENT AND RIGHT OF WAY
use shall include the right of Grantee to physical andlor lateral support for the Facilities,
as well as the right that the Facilities shall not be endangered, obstructed, or interfered
with by such operations.
In addition to the consideration above recited for the easement and right-of-way
hereby granted, the Grantee will pay to the owner of the land, and, if leased, to his
tenant, as they may be respectively entitled for actual damages to fences and growing
crops and improvements located on the easement and right-of-way caused by reason of
the construction, maintenance, addition or removal of said lines; provided, however, that
no such payment will be made for trimming or removal of trees growing on the
easement and right-of-way, nor for removal of buildings, structures, or obstructions
erected upon the easement and right-of-way after granting of this easement and right-
of-way .
TO HAVE AND TO HOLD the above described easement and right-of-way unto
the said Grantee, its successors and assigns, until all of said lines and other Facilities
shall be abandoned, and in that event said easement and right-of-way shall cease and
all rights herein granted shall terminate and revert to Grantor or Grantor's heirs,
successors or assigns; and Grantor hereby binds Grantor and Grantor's heirs,
successors, assigns, and legal representatives, to warrant and forever defend the
above described easement and right-of-way unto Grantee, its successors and assigns,
against every person whomsoever lawfully claiming or to claim the same or any part
thereof. TI-/is easement may be assigned in whole or in part.
EXECUTED this - day of , A.D. 20-.
Grantor
City of Coppell,
a Texas municipality
By:
Name:
Title:
VERSION 05131 1
EASEMENT AND RIGHT OF WAY
STATE OF TEXAS §
COUNTY OF DALLAS
§
§
BEFORE IVIE, the undersigned authority, on this day personally appeared
as the
of &ity of Coppell, a Texas municipality, known
to me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that helshe executed the same for the purposes and consideration
therein expressed, in the capacity therein stated and helshe is authorized to do so.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this - day of , A. D.
20-.
Notary Public in and for the State of Texas
After recording, return to:
Laura De La Paz
Oncor Electric Delivery Company
Suite 505
I1 5 W 7th Street
Ft. Worth, Texas 761 02
VERSION 051311
EASEMENT AND RIGHT OF WAY
EXHIBIT A
FIELD NOTE DESCRIPTION
BEING a 7.092 acre tract of land situated in the Francis Jones Survey, Abstract No. 674, in Dallas County, Texas,
and being a portion of a tract of land described as "EAST TRACT IS" in deed to the City of Coppell, recorded in
Document No. 20080370218 of the Official Public Records of Dallas County, Texas (O.P.R.D.C.T.) and being more
particularly described by metes and bounds as follows:
BEGINNING at a point (N = 7,029,964.34, E = 2,438,309.33) in the north line of said City of Coppell tract from
which a 314 inch iron rod found at the northwest corner of the Final Plat of Grand Hills Estates At Northlake Hills
Phase 11, recorded in Volume 200504 1, Page 185 of the Plat Records of Dallas County, Texas (P.R.D.C.T.) bears N
12" 29' 00" E, a distance of 1 129.18 feet;
THENCE: East, with the North line of said City of Coppell tract, a distance of 25 1.43 feet to a point for comer;
THENCE: S 00°22' 12" E, with said West line, a distance of 1228.42 feet to a point for corner;
THENCE: West, with the South line of said City of Coppell tract, a distance of 25 1.55 feet to a point for comer;
THENCE: N 00" 21' 52" W, over and across said City of Coppell tract, a distance of 1228.42 feet to the POINT OF
BEGINNING and containing 7.092 acres of land more or less.
EXHIBIT B
Depiction of Easement Area
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2.)hESCRWXUW CHH MXP& 1 W 2MU PlCE a OF z -m ms men.
PAGE 2 OF 2
EASEMENT EXHIBIT
Line Name: 1
Tract: Ic Easement #: I I
WA #:
EASEMENT AND RIGHT OF WAY
STATE OF TEXAS 8
8 KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS 5
That, the City of Coppell, a Texas municipality, hereinafter called "Grantor,"
whether one or more, for and in consideration of Ten and no1100 Dollars ($10.00) and
other valuable consideration to Grantor in hand paid by Oncor Electric Delivery
Company LLC, a Delaware limited liability company, 161 6 Woodall Rodgers Freeway,
Dallas, Texas 75202, hereinafter referred to as "Grantee", has granted, sold and
conveyed and by these presents does grant, sell and colivey unto said Grantee, its
successors and assigns, an easement and right-of-way for electric transmission,
distribution and conimunication lines, each consisting of a variable number of wires and
cables, together with all necessary or desirable appurtenances including supporting
structures, foundations, guy wires and guy anchorages (the "Facilities") over, under,
across and upon all that certain tract(s) of land located in Dallas County, Texas, more
particularly described in Exhibits A and 6, attached hereto and made part hereof.
Together with: (1) the right of ingress and egress over and along the easement
and right-of-way and over Grantor's adjacent lands to or from the easement and right-of-
way, for the purpose of and with the right to construct, operate, improve, reconstruct,
replace, repair, inspect, patrol, maintain and add or remove such electric power and
communications lines or other Facilities as the Grantee may from time to time find
necessary, convenient or desirable to erect thereon during the initial construction of the
Facilities or at any time thereafter; (2) the right to install gates in all existing and future
fences crossing the easement and right-of-way, provided such gates will be installed in
a manner that will not weaken such fences; (3) the right to relocate its facilities alorlg the
same general direction of said lines; (4) the right to trim and cut down trees and
shrubbery on the easement and right-of-way, i~icluding by use of herbicides or other
sirr~ilar cherr~icals approved by the U. S. Environmental Protection Agency, to the extent,
in the sole judgment of the Grantee, necessary to prevent possible interference with the
operation of said lines or to remove possible hazard thereto; and (5) the right to remove
at Grantor's expense or to prevent the construction on the easement and right-of-way of
any or all buildings, structures and obstructions.
Grantor shall not make or cause any changes in grade, elevation, or contour of
the land (except those activities, excluding terracing, associated with normal agricultural
activities) within the easement and right-of-way described herein without first providing
advance notice and obtaining prior written consent to do so from Grantee. If written
consent is not obtained prior to any action by Grantor that causes any changes in
grade, elevation, or contour of the land within the easement and right-of-way, Grantor
shall, upon demand from Grantee, at Grantor's expense, restore the easement and
right-of-way to its previously existing condition, or reimburse Grantee fully for the cost of
adjusting its Facilities as necessary to accorrlmodate the change in grade, elevation, or
contour of the land within the easement and right-of-way in the event Grantor fails to
promptly restore the grade, elevation, or contour to its previously existing condition.
Grantor shall not perform any excavations, trenching, or other soil disturbing
activities (except those activities, excluding terracing, associated with normal
agricultural activities) that, in the sole judgment of Grantee, will endanger the integrity of
the supporting structures and/or foundations or other Facilities, as applicable, or
perform any other activities that may, in the sole judgment of Grantee, remove, reduce,
or adversely affect or impact the lateral support of the supporting structures and/or
foundations or other Facilities, as applicable, without ,first providing advance notice and
obtaining prior written consent to do so froni Grantee. If prior written consent is not
obtained by Grantor prior to performing any excavation, trenching or other soil
disturbing activity that endangers the integrity of the supporting structures or
foundations or other Facilities, as applicable, Grantor shall, upon demand from Grantee,
at Grantor's expense, restore the easement and right-of-way to its previously existing
condition, or reimburse Grantee fully for the cost of adjusting its Facilities as necessary
to accommodate the excavation, trenching, or soil disturbing activity in the event
Grantor fails to promptly restore the easement and right-of-way to its previously existing
condition or cannot do so.
Grantor reserves the right to use the easement and right of way area provided
such use shall not include the growirlg of trees thereon or any other use that might, in
the sole judgment of the Grantee, interfere with the exercise by the Grantee of the rights
hereby granted. Grantor further reserves the right to lay out, dedicate, construct,
maintain and use across said strip such roads, streets, alleys, railroad tracks,
underground telephone cables and conduits and gas, water and sewer pipe lines as will
not interfere with Grantee's use of said land for the purpose aforesaid, provided all such
facilities shall be located at angles of not less than 45 degrees to any of Grantee's lines,
and shall be so constructed as to provide with respect to Grantee's Facilities the
minimum clearances provided by law and recogrrized as standard in the electrical
industry, as same may change froni time to time. Grantor also reserves the right to
erect fences not more than 8 feet high across said land, provided all such fences shall
have gates, openings, or removable sections at least 16 feet wide which will permit
Grantee reasonable access to all parts of said land. Should Grantee later determine
that a width greater than 16 feet is necessary, then Grantee shall have the right granted
above to install additional or wider gates at its sole discretion, but the installation of such
additional or wider gates shall be at the sole expense of Grantee.
Grantor retains all right, title, and interest in and to all oil, gas, and other minerals
(whether by law classified as part of the mineral estate or the surface estate) and
groundwater in, on, and under the strip or land described herein; provided, however,
that Grantor shall not be permitted to drill for oil, gas, and other minerals, and
groundwater from and under said strip of land but Grantor may extract oil, gas, and
other minerals, and groundwater from and under said strip of land by directional drilling,
mining, or other means, so long as Grantee's use of said strip is not disturbed, which
VERSION 051 31 1
EASEMENT AND RIGHT OF WAY
use shall include the right of Grantee to physical andlor lateral support for the Facilities,
as well as the right that the Facilities shall not be endangered, obstructed, or interfered
with by such operations.
In addition to the consideration above recited for the easement and right-of-way
hereby granted, the Grantee will pay to the owner of the land, and, if leased, to his
tenant, as they may be respectively entitled for actual damages to fences and growing
crops and improvements located on the easement and right-of-way caused by reason of
the construction, maintenance, addition or renioval of said lines; provided, however, that
no such payment will be made for trimming or removal of trees growing on the
easenient and right-of-way, nor for removal of buildings, structures, or obstructions
erected upon the easement and right-of-way after granting of this easement and right-
of-way.
TO HAVE AND TO HOLD the above described easement and right-of-way unto
the said Grantee, its successors and assigns, until all of said lines and other Facilities
shall be abandoned, and in that event said easement and right-of-way shall cease and
all rights herein granted shall terminate and revert to Grantor or Grantor's heirs,
successors or assigns; and Grantor hereby binds Grantor and Grantor's heirs,
successors, assigns, and legal representatives, to warrant and forever defend the
above described easement and right-of-way unto Grantee, its successors and assigns,
against every person whomsoever lawfully claiming or to claim the same or any part
thereof. This easement may be assigned in whole or in part.
EXECUTED this - day of , A.D. 20-.
Grantor
Luminant Generation Company LLC,
a Texas limited liability company
Name:
Title:
VERSION 051 31 1
EASEMENT AND RIGHT OF WAY
ACKNOWLEDGENIENT
STATE OF TEXAS §
COUNTY OF DALLAS
§
§
BEFORE ME, the undersigned authority, on this day personally appeared
as the
of ~uminant Generation Company LLC, a
Texas limited liability company, known to me to be the person whose name is
subscribed to the foregoing instrument and acknowledged to me that helshe executed
the same for the purposes and consideration therein expressed, in the capacity therein
stated and helshe is authorized to do so.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this - day of , A. D.
20-.
Notary Public in and for the State of Texas
After recording, return to:
Laura De La Paz
Oncor Electric Delivery Company
Suite 505
1 15 W 7th Street
Ft. Worth, Texas 76102
VERSION 051 31 1
EASEMENT AND RIGHT OF WAY
EXHIBIT A
FIELD NOTE DESCRIPTION
BEING a 6.951 acre tract of land situated in the Francis Jones Survey, Abstract No. 674, in Dallas County, Texas,
and being a portion of a called 490.6 acre tract of land described in deed to Dallas Power & Light Company,
recorded in Volume 4378, Page 372, of the Deed Records of Dallas County, Texas (D.R.D.C.T.) and being more
particularly described by metes and bounds as follows:
BEGINNING at a 518 inch iron rod with aluminum cap stamped "FRONTIER SURVEYING COMPANY WLS -
5991" set (N = 7,028,735.94, E = 2,438,568.69) at the southwest comer of a tract of land described as "EAST
TRACT IB" in deed to the City of Coppell. recorded in Document No. 20080370218 Official Public Records Dallas
County, Texas (O.P.R.D.C.T.) and in the west line of the Final Plat of The Hollows of Valley Ranch Section Four,
recorded in Volume 95012, Page 6285 of the Plat Records of Dallas County, Texas (P.R.D.C.T.) from which a 314
inch iron rod found at the northwest comer of the Final Plat of Grand Estates At Northlake Hills Phase 11, recorded
in Volume 2005041, Page 185 P.R.D.C.T. bears N 00~22'32" W, a distance of 2330.92 feet;
THENCE: S 00" 21' 19" E, with the west line of said Hollows of Valley Ranch Section Four and the west line of The
Final Plat of the Hollows of Valley Ranch, Amended, Section Two, Recorded in Volume 94067, Page 7887
P.R.D.C.T., a distance of 947.44 feet to a point at the southwest comer of said Hollows of Valley Ranch, Amended,
Section Two and the common northwest comer of The Amended Final Plat of Valley Ranch, Phase IV, 6th
Installment, from which a 112 inch iron rod found bears N 45"52'59" E, a distance of 1 .OO foot;
THENCE: S 00" 21' 17" E, with the West line of said Valley Ranch Phase IV-6th Installment, a distance of 256.8 1
feet to a 112" iron rod found at the northeast comer of a tract of land conveyed to C W Shoreline Land, LTD.,
recorded in Document No. 20 1200024638 of the Official Public Records of Dallas County, Texas (O.P.R.D.C.T.);
THENCE: West, with the North line of said C W Shoreline Land, LTD. tract, a distance of 25 1.35 feet to a point for
comer;
THENCE: N 00" 21' 52" W, over and across said Dallas Power & Light Company, tract, a distance of 1204.26 feet
to a point for comer in the south line of said City of Coppell Tract;
THENCE: East, with the South line of said City of Coppell tract, a distance of 251.55 feet to the POINT OF
BEGINNING and containing 6.95 1 acres of land more or less.
EXHIBIT B
DEPICTION OF EASEMENT AREA
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH100152002
EXHIBIT "C"
Projected Lake Pool and Shoreline Area Description
A~IESDED AND RESTATED NORTHLAKE ACREEVENT
SCHEDULE 1
Luminant-City Contract
A~IEKDED AND RESTATED NORTHI.,\KE AGREE~IEN'I'
PURCHASE AND SALE AGREEMENT
BETWEEN
LUMINANT GENERATION COMPANY LLC,
AS SELLER
AND
THE CITY OF COPPELL, TEXAS,
AS PURCHASER
DATED APRIL, 2013
THIS DOCUMENT IS A DRAFT DOCUMENT FOR DISCUSSION PURPOSES ONLY AND IS NOT
INTENDED TO BE AND SHALL NOT BE DEEMED TO BE CONTRACTUALLY BINDING IN ANY WAY
ON ANY PERSON (AN "APPLICABLE PERSON"). THIS DOCUMENT DOES NOT OBLIGATE ANY
APPLICABLE PERSON TO NEGOTIATE IN GOOD FAITH OR TO PROCEED TO COMPLETION AND
EXECUTION OF A FINAL AGREEMENT. NO APPLICABLE PERSON IS BOUND BY ANY PROVISION OF
THE DOCUMENT UNTIL IT IS EXECUTED BY SUCH PERSON. NO APPLICABLE PERSON HAS OR
SHALL HAVE ANY CLAIM AGAINST ANY OTHER APPLICABLE PERSON IN CONNECTION WITH THIS
DOCUMENT OR THE NEGOTIATION THEREOF.
- --
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH100152002
TABLE OF CONTENTS
ARTICLE 1
BASIC INFORMATION
Certain Basic Terms ........................................................................................................................................ 1
Closing Costs .................................................................................................................................................. 2
Notice Addresses: ........................................................................................................................................... 2
ARTICLE 2
PROPERTY
........................................................................................................................................................... Property 3
Excluded Property and Reserved Rights ......................................................................................................... 4
ARTICLE 3
DUE DlLIGENCE
Waiver of Inspections; Property Documents To Be Delivered ....................................................................... 4
Proprietary Documents; Confidentiality ......................................................................................................... 4
TPIA Request .................................................................................................................................................. 5
No Representation or Warranty by Seller ........................................................... ......................................... 5
ARTICLE 4
TITLE AND SURVEY
Title Commitment ........................................................................................................................................... 5
Survey ............................................................................................................................................................. 5
Title Review .................................................................................................................................................... 5
Title Objections ............................................................................................................................................... 5
Delivery of Title Policy ................................................................................................................................... 6
ARTICLE 5
CLOSlNG
Closing ............................................................................................................................................................ 6
Conditions to Parties' Obligation to Close at Closing .................................................................................... 6
Seller's Deliveries in Escrow .......................................................................................................................... 7
Purchaser's Deliveries in Escrow .................................................................................................................... 8
Seller's and Purchaser's Mutual Deliveries in Escrow ................................................................................... 8
Lien Releases .................................................................................................................................................. 9
Closing Statements .......................................................................................................................................... 9
Purchase Price ................................................................................................................................................. 9
....................................................................................................................................................... Possession 9
Delivery of Books and Records ...................................................................................................................... 9
ARTICLE 6
PRORATIONS, DEPOSITS, COMMISSlONS
Prorations ........................................................................................................................................................ 9
Purchase and Sale Agreement . Nonh Lake
1505488v.18 EFH100/52002
................................................................................................................................................ 6.2 Closing Costs 10
.................................................................................................................... 6.3 Final Adjustment After Closing 10
ARTICLE 7
REPRESENTATIONS AND WARRANTIES
7.1 Seller's Representations and Warranties ....................................................................................................... 10
.............................................................................................. 7.2 Purchaser's Representations and Warranties 10
................................................................................................. 7.3 Survival of Representations and Warranties 11
ARTICLE 8
DEFAULT AND REMEDIES
8.1 Seller's Remedies .......................................................................................................................................... 11
8.2 Purchaser's Remedies ................................................................................................................................... 12
............................................................................................................................................. 8.3 Attorneys' Fees 12
8.4 Other Expenses ............................................................................................................................................. 12
ARTICLE 9
DISCLAIMERS. RELEASE AND INDEMNITY
.................................................................................................................................... 9 .I Disclaimers by Seller 12
.................................................................................................................................. 9.2 Sale "As Is, Where Is" 13
...................................................................................................................... 9.3 Seller Released fiom Liability 13
9.4 "Hazardous Materials" Defined .................................................................................................................... 13
Indemnity ...................................................................................................................................................... 14
Survival ......................................................................................................................................................... 14
ARTICLE 10
MISCELLANEOUS
Parties Bound; Assignment ........................................................................................................................... 14
Headings ...................................................................................................................................................... 14
Invalidity and Waiver .................................................................................................................................... 14
Governing Law ............................................................................................................................................. 14
Survival ......................................................................................................................................................... 14
Entirety and Amendments ............................................................................................................................. 14
Time .............................................................................................................................................................. 14
Confidentiality .............................................................................................................................................. 14
................................................................................................................................. Electronic Transactions 15
.......................................................................................................................................................... Notices 15
.................................................................................................................................................. Construction 15
Calculation of Time Periods; Business Day .................................................................................................. 15
............................................................................................................................. Execution in Counterparts 15
No Recordation ............................................................................................................................................. 15
........................................................................................................................................ Further Assurances 16
Discharge of Obligations ............................................................................................................................... 16
Purchase and Sale Agreement . North Lake
1505488~ . 18 EFH100/52002
........................................................................................................................... 10.17 No Third-Party Beneficiary 16
........................................................................................................................................... 10.18 Reporting Person 16
........................................................................................................................................ 10.19 Dispute Resolution 16
10.20 Venue ............................................................................................................................................................ 16
10.2 1 Special Provisions Concerning the Purchaser ............................................................................................... 16
Purchase and Sale Agreement . North Lake
1505488v.18 EFH100152002
LIST OF DEFINED TERMS
Page No .
Acceptance Period ................................................................................................................................................... E- 1 1
Access Easement ....................................................................................................................................................... E-8
Adjacent Property ...................................................................................................................................................... E-9
Affected Property .................................................................................................................................................... E-1 1
Agreement ..................................................................................................................................................................... 1
Assignee .................................................................................................................................................................... A- 1
Assignment .................................................................................................................................................................... 3
Assignor .................................................................................................................................................................... A-1
Bill of Sale ................................................................................................................................................................. A-1
Billingsley Parties .......................................................................................................................................................... 7
Billingsley Settlement Documents ................................................................................................................................ 7
Business Day ............................................................................................................................................................... 15
Cap ............................................................................................................................................................................. 12
CERCLA ..................................................................................................................................................................... 14
Certificate of Adjudication ............................................................................................................................................ 3
Certified Resolution of the City Council ....................................................................................................................... 9
Closing .......................................................................................................................................................................... 6
Closing Condition ......................................................................................................................................................... 7
Closing Date .................................................................................................................................................................. 1
Conditional Deliveries ................................................................................................................................................... 7
Dallas Water Contract ................................................................................................................................................... 3
Dam Facilities ........................................................................................................................................................... E-8
Dam Property ................................................................................................................................................................ 3
Deed .............................................................................................................................................................................. 8
Dispute Resolution Period ........................................................................................................................................... 16
Earnest Money ............................................................................................................................................................... 1
Easement Area ........................................................................................................................................................... E-8
Easement Survey ....................................................................................................................................................... E-9
Effective Date ................................................................................................................................................................ 1
Escrow Agent ................................................................................................................................................................ 1
Excluded Property ......................................................................................................................................................... 4
Existing Water Delivery Easements .......................................................................................................................... E-8
Financing Liens ............................................................................................................................................................. 6
Grantee ...................................................................................................................................................................... E-8
Grantee Party ............................................................................................................................................................. E-9
Grantor ...................................................................................................................................................................... E-8
Hazardous Materials .................................................................................................................................................... 14
Improvements ................................................................................................................................................................ 3
Intangible Personal Property ......................................................................................................................................... 3
............................................................................................................................................................................... Land 3
Lien Releases ................................................................................................................................................................. 9
Loss ........................................................................................................................................................................... E-9
North Lake Property ...................................................................................................................................................... 7
OFAC .......................................................................................................................................................................... 1 1
Oncor ................................................................................................................................................................... 3. E-12
Oncor Release ............................................................................................................................................................... 7
Oncor Rights ................................................................................................................................................................. 6
Pad Site Property ........................................................................................................................................................... 3
Permitted Exceptions ..................................................................................................................................................... 6
Permitted Outside Parties .............................................................................................................................................. 4
Permitted Use ............................................................................................................................................................ E-9
Personalty .................................................................................................................................................................. A-1
Purchase and Sale Agreement . North Lake
1505488~ . 18 EFH100152002
............................................................................................................................................................ Plant Property E-8
......................................................................................................................... Plant Site Water Delivery Easement E-8
Property ......................................................................................................................................................................... 3
Property Contracts ......................................................................................................................................................... 3
...................................................................................................................................................... Property Documents 4
Pump Station Property ................................................................................................................................................... 3
.................................................................................................................................................. Purchase Agreement A- 1
Purchase Offer ......................................................................................................................................................... E-13
Purchase Price ............................................................................................................................................................... 1
Purchaser ....................................................................................................................................................................... 1
............................................................................................................................................. Purchaser's City Manager 2
Real Property ................................................................................................................................................................. 3
................................................................................................................................ Related Parties and Successors E-13
............................................................... ..................................................................................... Related Party .. E- 13
Release of Memoranda .................................................................................................................................................. 7
........................................................................................................................................................ ROFR Contract E-12
........................................................................................................................................................ ROFR Property E- 1 1
Sale Agreement ....................................................................................................................................................... E-10
............................................................................................................................................................... Sale Period E-1 1
Seller ............................................................................................................................................................................. 1
................................................................................................................................................ Seller's Representative 11
................................................................................................................................................... Settlement Agreement 9
Severed Interests ..................................................................................................................................................... E-1 1
.................................................................................................................................................. Surface Operations E-11
....................................................................................................................................... Surface Use Agreement 7, E-12
Survey ...................................................................................................................................................................... 2 5
........................................................................................................................................................................ Surveyor 5
Survival Period ............................................................................................................................................................ 1 1
Tangible Personal Property ........................................................................................................................................... 3
............................................................................................................................................................................. Taxes 9
Texas AG ....................................................................................................................................................................... 5
.............................................................................................................................................................. Third-Party E- 13
Title Commitment ......................................................................................................................................................... 5
............................................................................................................................................................... Title Company 1
.................................................................................................................................................................... Title Policy 6
.................................................................................................................................................. to Seller's knowledge 11
to the best of Seller's knowledge ................................................................................................................................. 1 1
TPIA .............................................................................................................................................................................. 5
Transfer Notice ........................................................................................................................................................ E-1 1
.................................................................................................................................................................. Transferee F- 1
.................................................................................................................................................................. Transferor F- 1
................................................................................................................................................ Water Delivery Pipeline 4
Purchase and Sale Agreement . North Lake
1505488~ . 18 EFHI 00152002
LIST OF EXHIBITS
Exhibit A Bill of Sale, Assignment and Assumption
Exhibit B Oncor Easement
Exhibit C North Lake Property
Exhibit D{ - Special Warranty Deed and Right of First Refusal Agreement
Exhibit EL - FIRPTA Certificate
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH100152002
PURCHASE AND SALE AGREEMENT
North Lake, Dallas, Texas
This Purchase and Sale Agreement (this "Agreement") is made and entered into by and between Purchaser
and Seller.
RECITALS
A. Defined terms are indicated by initial capital letters. Defined terms shall have the meaning set
forth herein, whether or not such terms are used before or after the definitions are set forth.
B. Purchaser desires to purchase the Property and Seller desires to sell the Property, all upon the
terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual terms, provisions, covenants and agreements set forth
herein, as well as the sums to be paid by Purchaser to Seller, and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, Purchaser and Seller agree as follows:
ARTICLE 1
BASIC INFORMATION
1.1 Certain Basic Terms. The following defined terms shall have the meanings set forth below:
1.1.1 Seller:
1.1.2 Purchaser:
LUMINANT GENERATION COMPANY LLC, a Texas
limited liability company
THE CITY OF COPPELL, TEXAS, a political subdivision of
the State of Texas
1.1.3 Purchase Price: $1,000,000.00
1.1.4 Earnest Money: None.
1.1.5 Title Company: Chicago Title Insurance Company
2828 Routh, Suite 800
Dallas, Texas 75201
Attention: Joycelyn Armstrong
Telephone: 21 4.965.1668
E-mail: armstronoio@ctt.com
1.1.6 Escrow Agent:
1.1.7 Effective Date:
1.1.8 Closing Date:
Chicago Title Insurance Company
2828 Routh, Suite 800
Dallas, Texas 75201
Attention: Joycelyn Armstrong
Telephone: 2 14.965.1668
E-mail: armstrongio@ctt.com
Closing Date (defined below).
April -, 2013.
Purchase and Sale Agreement - North Lake
1505488v.18 EFH100152002
1.1.9 Purchaser's City Purchaser's City Manager or principal officer or, if designated by
Manager: Purchaser's City Council or other governing body from time to
time, another officer of Purchaser with general management
responsibilities, it being expressly agreed and understood that
there shall always be a Purchaser's City Manager and that, in the
absence of such designation or the inability of any officer
designated by the Purchaser to act, Purchaser's City Manager for
purposes of this Agreement shall be the city manager or principal
officer of Purchaser.
1.2 Closing Costs. Closing costs shall be allocated and paid as follows:
COST RESPONSIBLE PARTY
Title Commitment delivered pursuant to Section 4.1
I
Seller
Premium for standard form title policy delivered pursuant to Section 4.5 (the ''Title
Policy")
Premium for any upgrade of the Title Policy for extended or additional coverage and
any endorsements to the Title Policy desired by Purchaser, any inspection fee charged
by the Title Company, tax certificates, municipal and utility lien certificates, and any
other Title Company charges
I
Seller
Purchaser
Costs of the survey delivered pursuant to Section 4.2 (the "Survey")
Cost of andlor any revisions, modifications or recertifications to any Survey
Seller
Purchaser
Costs for UCC Searches Purchaser
Recording Fee
I
Purchaser
Any escrow fee charged by Escrow Agent for conducting the Closing
1.3 Notice Addresses:
I
Purchaser %
Seller %
I All other closing costs, expenses, charges and fees
Purchaser: The City of Coppell, Texas
255 Parkway Blvd.
Coppell, TX 750 19-9478
Attention: City Manager
Telephone: 972.304.3618
E-mail: cmo@coppelltx.gov
Purchaser
Copy to: Nichols, Jackson, Dillard, Hager & Smith,
LLP
1800 Lincoln Plaza
500 N. Akard St.
Dallas, TX 75201
Attention: Robert E. Hager
Telephone: 214.965.9900
E-mail: rhager@njdhs.com
Seller: Luminant Generation Company LLC Copy to: Luminant Generation Company LLC
1601 Bryan Street, EP 22-1 10C 1601 Bryan Street, 22nd Floor
Dallas, TX 75201 Dallas, TX 75201
Attention: Patrick J. McInroe Attention: Stephanie Moore,
Director - Real Estate Development General Counsel
Telephone: 2 14.875.8686 Telephone: 214.875.8183
E-mail: patrick.mcinroe@luminant.com E-mail: stephanie.moore@luminant.com
Purchase and Sale Agreement - North Lake
1505488v.18 EFH100152002
and to: Vinson & Elkins L.L.P.
200 1 Ross Avenue, Suite 3700
Dallas, TX 75201
Attention: Paul Martin
Telephone: 214.220.7875
E-mail: pn1artinOve1aw.com
ARTICLE 2
PROPERTY
2.1 Property. Subject to the terms and conditions of this Agreement, Seller agrees to sell to
Purchaser, and Purchaser agrees to purchase ii-om Seller, the following property (collectively, the "Property"):
2.1.1 Real Property. The land described in Exhibit A-1 to the Deed (defined below) (the
"Dam Property"); Exhibit A-2 to the Deed (the "Pump Station Property") and Exhibit A-3 to the Deed (the "Pad
Site Property") (the Dam Property, the Pad Site Property and the Pump Station Property, collectively the ''W'),
together with, without warranty, all right, title and interest of Seller, if any, in and to (a) all improvements and
fixtures located on the Land, but expressly excluding improvements, fixtures and structures owned by any tenant or
other third party (including, without limitation, Oncor Electric Delivery Company LLC ("Oncor") (the
"Imvrovements"), (b) the rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances
thereon or in anywise appertaining thereto (expressly excluding, however, that certain Untreated Water Purchase
Contract dated May 27, 1998 between the City of Dallas and Seller's predecessor (the "Dallas Water Contract"),
and (c) all strips and gores and any land lying in the bed of any street, road or alley, open or proposed, adjoining the
Land (collectively, the "Real Property").
2.1.2 Tangible Personal Property. All of Seller's right, title and interest, without warranty, in
the equipment, machinery and other tangible personal property, if any, owned by Seller and now or hereafter located
in and used in connection with the operation or ownership of the Real Property but specifically excluding any items
of personal property owned by third parties (including Oncor) (collectively, the "Tangible Personal Property").
2.1.3 Intangible Personal Property. All of Seller's right, title and interest, if any, without
warranty, in all intangible personal property related to the Real Property, including, without limitation, if any: the
plans and specifications and other architectural and engineering drawings for the Improvements (to the extent
assignable without cost to Seller); contract rights related to the operation, ownership or management of the Real
Property, including maintenance, service, construction, supply and equipment rental contracts and leases or license
agreements covering the Real Property (collectively, the "Property Contracts") (but only to the extent assignable
without cost to Seller and Seller's obligations thereunder are expressly assumed by Purchaser pursuant to a Bill of
Sale, Assignment and Assumption, in the form of Exhibit A hereto (the "Assignment"); warranties (to the extent
assignable without cost to Seller); governmental permits, approvals and licenses (to the extent assignable without
cost to Seller), including that certain Certificate of Adjudication 08-2365 with a priority date of September 24, 1956
concerning the dam and reservoir known as North Lake (the "Certificate of Adiudication") but excluding the
Dallas Water Contract (all of the items described in this Section 2.1.3 are collectively referred to as the "Intangible
Personal Property"). Tangible Personal Property and Intangible Personal Property shall not include (a) any
appraisals or other economic evaluations of, or projections with respect to, all or any portion of the Real Property,
including, without limitation, budgets prepared by or on behalf of Seller or any affiliate of Seller, (b) any
documents, materials or information which are subject to attorneylclient, work product or similar privilege, which
constitute attorney communications with respect to the Property and/or Seller, or which are subject to a
confidentiality agreement, and (c) any trade name, mark or other identifying material that includes the name
"Luminant" or the name "Energy Future Holding" or any derivative thereof.
2.1.4 Water Delivery Pipeline and Water Deliverv Easements.
(a) Without warranty, all of Seller's right, title and interest, if any, in and to the
existing water delivery pipeline and related improvements and fixtures running between the water intake
structure on the Trinity River located on the Pump Station Property and the water outtake structure located
on the Dam Property (the "Water Delivery Pipeline");
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(b) Without warranty, all of Seller's right, title and interest, if any, in and to any
Existing Water Delivery Easements described in the Deed; and
(c) The Plant Site Water Delivery Easement described in the Deed.
2.1.5 Access Easement. The Access Easement described in the Deed.
2.2 Excluded Property and Reserved Rights. The following shall be reserved t?om the
conveyances hereunder for Seller and Seller's successors and assigns forever (the "Excluded Property"): all of the
oil, gas and other minerals,in, on, under and that may be produced from the Land including the right to pool or
unitize the Land or portions thereof with other lands for the purpose of exploration, production and development of
oil, gas and other minerals.
ARTICLE 3
DUE DILIGENCE
3.1 Waiver of Inspections; Property Documents To Be Delivered. Purchaser agrees and
acknowledges that it has previously been provided access to the Property and the opportunity to make all inspections
and evaluations of the Property necessary for Purchaser to evaluate the Property and hereby waives any right to
conduct any inspections on the Property prior to Closing. Seller shall has delivered, or caused to be delivered, to
Purchaser the following (the "Property Documents"):
3.1.1 Environmental Reports. A copy of the most recent environmental reports or site
assessments related to the Property prepared for the benefit of Seller;
3.1.2 Service Contracts. A list of any service contracts pertaining to the Property to be
assumed by Purchaser at Closing;
3.1.3 Lease and License Acreements. A list of any lease agreements and license agreements
pertaining to the Property to be assumed by Purchaser at Closing.
3.1.4 As-Built Plans for Dams. A copy of the as-built plans for the dams located on the Dam
Property and the adjoining spillway.
3.1.5 Inspection Report. A copy of the most recent inspection report for the Dams prepared
for the benefit of Seller;
Seller's obligations to deliver the items listed in this Section 3.1 and in Section 5.10 shall be
limited to the extent such items are in the possession of Patrick McInroe or Kyle Ray and to the extent Seller is
legally or contractually permitted to provide such items.
3.2 Proprietary Documents; Confidentiality. Purchaser acknowledges that the Property Documents
are proprietary and confidential and have been and will be delivered or made available to Purchaser solely to assist
Purchaser in determining the feasibility of purchasing the Property. Purchaser shall not use the Property Documents
for any purpose other than as set forth in the preceding sentence. Purchaser shall not disclose the contents to any
person other than to those persons who are responsible for determining the feasibility of Purchaser's acquisition of
the Property and who have agreed in writing to preserve the confidentiality of such information as required hereby
(collectively, "Permitted Outside Parties") or as permitted by Section 3.3. At any time and from time to time,
within two Business Days after Seller's request, Purchaser shall deliver to Seller a list of all parties to whom
Purchaser has provided any Property Documents, any information taken from the Property Documents. Purchaser
shall not divulge the contents of the Property Docun~ents and other information except in strict accordance with the
confidentiality standards set forth in this Section 3.2. In permitting Purchaser to review the Property Documents or
any other information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no
third-party benefits or relationships of any kind, either express or implied, have been offered, intended or created.
Purchaser's obligations under this Section 3.2 shall survive the termination of this Agreement.
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1505488v.18 EFH100152002
3.3 TPIA Request. Should Purchaser receive a request for disclosure of the Property Documents in
accordance with the Texas Public Information Act ("TPIA"), Purchaser: (a) shall promptly notify Seller of the
request; (b) shall consult with and reasonably cooperate with Seller regarding the response to the request; (c) shall
timely ask for a decision fiom the Texas Attorney General (the "Texas AG") as to whether the Property Documents
are within an exception from the disclosure requirements of the TPIA, including but not limited to sections 552.101,
552.105 and 552.1 10 of the TPIA, and shall submit written comments to the Texas AG stating the reasons why the
exceptions stated in such comments apply to the Property Documents; and (d) will not release any Property
Documents while the decision of the Texas AG is pending. If, in response to a request for decision under this
Section, the Texas AG determines that all or a portion of the Property Documents must be disclosed, Purchaser shall
promptly provide notice of the decision to Seller, and without the consent of Seller, may not disclose that
information before the 10th day after the date of receipt of the decision. If, within that period, Seller files a petition
in a Travis County, Texas district court or, if permitted by applicable law, in a Dallas County, Texas district court,
seeking a declaratory judgment, a writ of mandamus, or other relief from compliance with the decision of the Texas
AG, Purchaser will not disclose the information pending final judgment in the suit unless ordered to do so by the
court.
3.4 No Representation or Warranty by Seller. Purchaser acknowledges that, except as expressly
set forth in this Agreement, Seller has not made and does not make any warranty or representation regarding the
Property's physical, environmental or economic condition, compliance or lack of compliance with any ordinance,
order, permit or regulation or any other attribute or matter relating thereto or the truth, accuracy or completeness of
the Property Documents or the source(s) thereof. Purchaser further acknowledges that some if not all of the
Property Documents were prepared by third parties other than Seller. Seller expressly disclaims any and all liability
for representations or warranties, express or implied, statements of fact and other matters contained in such
information, or for omissions from the Property Documents, or in any other written or oral communications
transmitted or made available to Purchaser. Purchaser shall rely solely upon its own investigation with respect to the
Property, including, without limitation, the Property's physical, environmental or economic condition, compliance
or lack of compliance with any ordinance, order, permit or regulation or any other attribute or matter relating
thereto. Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of the
Property Documents and is providing the Property Documents solely as an accommodation to Purchaser.
ARTICLE 4
TITLE AND SURVEY
4.1 Title Commitment. Seller has caused the following to be prepared and delivered to Purchaser: a
current commitment for title insurance or preliminary title report covering the Real Property, the Plant Site Water
Delivery Easement and the Access Easement issued by the Title Company, in the amount of the Purchase Price on a
Texas T-7 Form commitment, with Purchaser as the proposed insured (the "Title Commitment"), and copies of all
documents of record referred to in the Title Commitment as exceptions to title to the Property.
4.2 Suwey. Seller has obtained from Frontier Surveying Company (the "Survevor") and delivered to
Purchaser a new boundary survey ("Survey") to determine the boundaries of the Land and the Access Easement and
has provided Purchaser, at Purchaser's sole cost and expense, the opportunity revise, modify or recertify the Survey
as necessary in order for the Title Company to delete the survey exception from the Title Policy or otherwise satisfy
Purchaser's objectives.
4.3 Title Review. Purchaser has had the opportunity to review title to the Property. Purchaser agrees
and acknowledges that it has accepted title to the Property at the Closing.
4.4 Title Obiections. Purchaser agrees and acknowledges that Seller has not cured any exceptions or
encumbrances to title; provided, however that the release of financing liens of an ascertainable amount created by
Seller or financing statements concerning the Property ("Financing Liens") is a Closing Condition pursuant to
Section 5.6 entitled "Lien Releases". Purchaser agrees and acknowledges that the Property is being delivered subject
to the following (the "Permitted Exceptions): the specific exceptions (including exceptions that are a part of the
promulgated title insurance form) in the Title Commitment that the Title Company has not agreed to remove from
the Title Commitment prior to Closing (provided that the Title Company shall not remove exceptions from a title
commitment without Seller's prior written consent); matters created by, through or under Purchaser; items shown on
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1505488~. 18 EFH100152002
the Survey which have not been removed as of Closing; real estate taxes not yet due and payable; rights of third
parties under Property Contracts; and easements to Oncor in the form attached as Exhibit B hereto; easement
expansion rights in that certain Special Warranty Deed executed by TXU Electric Company, acknowledged on
December 14, 2001, recorded in Volume 05071, Page 05561 Deed Records, Collin County, Texas or any
encumbrance, conveyance or other item created by the exercise by Oncor of any of Oncor's rights or voluntarily
created by Seller in lieu or in satisfaction of, or to obtain release of Oncor's rights (including Seller's approval of
such rights) (the "Oncor Rights"). Purchaser expressly agrees and acknowledges that the Oncor Rights are prior
and superior to Purchaser's rights under this Agreement and that Seller is providing no assurance to Purchaser that
the Oncor Rights will be released at or prior to the Closing. Except as expressly provided in Section 5.2.3(a),
Purchaser shall have no right to object to, request revision of or otherwise seek modification, amendment or
alteration of, any Permitted Exception other than to request Oncor to release the Oncor Rights as to the Real
Property.
4.5 Delivery of Title Policy. In the event that the Title Company does not issue at the Closing, or
unconditionally commit at the Closing to issue, to Purchaser, an owner's title policy in accordance with the Title
Commitment, insuring Purchaser's fee simple title to the Property in the amount of the Purchase Price, subject only
to the standard exceptions and exclusions from coverage contained in such policy and the Permitted Exceptions (the
"Title Policv"), Purchaser shall have the right, as its sole and exclusive remedy, to terminate this Agreement and the
parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination
of this Agreement and neither party shall be deemed to be in default hereunder.
ARTICLE 5
CLOSING
5.1 Closing. The consummation of transaction contemplated herein ("Closin$"' shall occur on the
Closing Date at the offices of Escrow Agent (or such other location as may be mutually agreed upon by Seller and
Purchaser). Funds shall be deposited into and held by Escrow Agent in a closing escrow account with a bank
satisfactory to Purchaser and Seller. Upon satisfaction or completion of all closing conditions and deliveries, the
parties shall direct Escrow Agent to immediately record and deliver the closing documents to the appropriate parties
and make disbursements according to the closing statements executed by Seller and Purchaser.
5.2 Conditions to Parties' Obligation to Close at Closing.
5.2.1 Seller's and Purchaser's Conditions. In addition to all other conditions set forth herein,
the obligation of Seller, on the one hand, and Purchaser, on the other hand, to consummate the transactions
contemplated hereunder at Closing are conditioned upon the following:
(a) Representations and Warranties. The other party's representations and
warranties contained herein shall be true and correct in all material respects as of the Closing Date;
(b) Deliveries. As of the Closing Date the other party shall have tendered all
deliveries required to be made at Closing; and
(c) Actions, Suits, etc. There shall exist no pending or threatened actions, suits,
arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency,
bankruptcy, reorganization or other proceedings, against the other party that would materially and
adversely affect that party's ability to perform its obligations under this Agreement at Closing.
5.2.2 Seller's Additional Conditions. In addition to all other Closing Conditions set forth
herein, the obligation of Seller to consummate the transactions contemplated hereunder at the Closing is conditioned
upon the execution and acknowledgetnent by affiliates of Lucy Billingsley and Henry Billingsley and all parties
claiming any interest in the North Lake Property by, through and under Lucy Billingsley and Henry Billingsley
(including Coppell Independent School District) (collectively, the "Billingslev Parties") and delivery to Seller (with
a copy or original to Escrow Agent), on terms satisfactory to Seller in its sole and absolute discretion, of the
following documents (which may be contingent on Closing) (collectively, the "Billingslev Settlement Documents")
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(a) a full and final settlement of all claims, controversies, causes of action associated with the property described on
0 hereto (the "North Lake Property"), (b) a surface use agreement permitting Seller to develop its mineral interest -
underlying the North Lake Property on temis satisfactory to Seller in its sole and absolute discretion (the "Surface
Use Agreement") and (c) a release and discharge of that certain Facilities and Operations Lease dated November
21, 2008 between CBIC Coppell Land, LLC, Cypress Waters Land A, Ltd., Cypress Waters Land B, Ltd., and
Cypress Waters Land C, Ltd., jointly and severally as landlord, and Seller, as tenant and that certain Environmental
Remediation Agreement dated November 21, 2008 by and between CBIC Coppell Lapd, LLC and Seller and
execution and acknowledgement of releases of that certain Memorandum of Lease dated November 21, 2008, by
and between CBIC Coppell Land, LLC, Cypress Waters Land A, Ltd., Cypress Waters Land B, Ltd., and Cypress
Waters Land C, Ltd., jointly and severally as landlord, and Seller, as tenant, recorded as Instrument No.
20080370215 in the Real Property Records of Dallas County, Texas and that certain Memorandum of
Environmental Remediation Agreement dated November 21, 2008 by and between CBIC Coppell Land, LLC and
Seller, recorded as Instrument No. 20080370214 in the Real Property Records of Dallas County, Texas (the
"Release of Memoranda").
5.2.3 Purchaser's Additional Condition. In addition to all other Closing Conditions set forth
herein, the obligation of Purchaser to consummate the transactions contemplated hereunder at the Closing is
conditioned upon (a) the execution and acknowledgement by Oncor, on terms reasonably satisfactory to Purchaser,
of a release (which may be contingent upon Closing) of the Oncor Rights encumbering the Real Property (the
"Oncor Release") and delivery of the Oncor Release to the Escrow Agent or the prior recordation of the Oncor
Release in the Real Property Records of Dallas County, Texas (with a copy to the Escrow Agent) and (b) the
execution and acknowledgement by the Billingsley Parties and delivery to Purchaser, on terms satisfactory to
Purchaser in its sole and absolute discretion of a full and fmal settlement of all claims, controversies, causes of
action associated with the North Lake Property.
5.2.4 Non-Satisfaction of Conditions. So long as a party is not in default hereunder, if any
condition to such party's obligation to proceed with Closing hereunder (a "Closing Condition") has not been
satisfied as of the Closing Date (or such earlier date as is provided herein), such party may, as its sole remedies and
recourses (except as provided in the last sentence of this Section 5.2.4 if the other party is in default), either
(a) terminate this Agreement by delivering written notice to the other party on the Closing Date or (b) elect to close
notwithstanding the non-satisfaction of such Closing Condition, in which event such party shall be deemed to have
waived such Closing Condition. In the event such party elects to close, notwithstanding the non-satisfaction of such
Closing Condition, such party shall be deemed to have waived such Closing Condition, and there shall be no
liability on the part of any other party hereto for breaches of representations and warranties of which the party
electing to close had knowledge at the Closing. Notwithstanding any provision of this Section 5.2.4 to the contrary,
(the Closing Condition set forth in Section5.2.l(b) entitled "Deliveries" (expressly excluding, however, the
deliveries pursuant to Section 5.2.2, 5.2.3 and 5.6 (the "Conditional Deliveries") or execution or delivery of
documents by a person other Seller or Purchaser) is not satisfied, or if a party is otherwise in default hereunder at or
prior to Closing, the provisions of Article 8 of this Agreement (including the applicable notice and cure periods set
forth therein) shall govern the rights and remedies of the parties hereunder with respect to such default. For the
avoidance of doubt, no party shall be in default under this Agreement if the Conditional Deliveries (or any of them)
are not made and the provisions of Article 8 shall not govern in any such event.
5.3 Seller's Deliveries in Escrow. As of or prior to the Closing Date, Seller shall deliver in escrow to
Escrow Agent the following:
5.3.1 Deed. A Special Warranty Deed and Right of First Refusal Agreement in the form of
Exhibit D hereto (''W') executed and acknowledged by Seller;
5.3.2 Bill of Sale, Assienment and Assumption. The Assignment executed and
acknowledged by Seller, vesting in Purchaser, without warranty, Seller's right, title and interest in and to the
property described therein free of any claims, except for the Permitted Exceptions (as defined in the Deed) to the
extent applicable;
5.3.3 Oncor Easement. If not earlier executed, acknowledged and recorded by Seller, the
Oncor Easement.
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5.3.4 Conveyancinp; or Transfer Tax Forms or Returns. Such conveyancing or transfer tax
forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law in
connection with the conveyance of the Property;
5.3.5 FIRPTA. A Foreign Investment in Real Property Tax Act affidavit in the form of
Exhibit E hereto executed by Seller;
5.3.6 Authority. Evidence of the existence, organization and authority of Seller and of the
authority of the persons executing documents on behalf of Seller reasonably satisfactory to the underwriter for the
Title Policy;
5.3.7 Additional Documents. Any additional docun~ents that Escrow Agent or the Title
Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement
(provided, however, no such additional document shall expand any obligation, covenant, representation or warranty
of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this
Agreement beyond those expressly set forth in this Agreement).
5.4 Purchaser's Deliveries in Escrow. As of or prior to the Closing Date, Purchaser shall deliver in
escrow to Escrow Agent the following:
5.4.1 Deed. The Deed, executed and acknowledged by Purchaser.
5.4.2 Bill of Sale, Assipnment and Assumption. The Assignment, executed and
acknowledged by Purchaser;
5.4.3 Release of Memoranda. Release of Memoranda executed and acknowledged by
Purchaser and the other parties thereto.
5.4.4 Convevancinp; or Transfer Tax Forms or Returns. Such conveyancing or transfer tax
forms or returns, if any, as are required to be delivered or signed by Purchaser by applicable state and local law in
connection with the conveyance of the Real Property;
5.4.5 Authority. Evidence of the existence, organization and authority of Purchaser and of the
authority of the persons executing documents on behalf of Purchaser reasonably satisfactory to the underwriter for
the Title Policy and certification by the Purchaser's City Manager that no portion of the Purchase Price is being paid
from the proceeds of bonds issued by Purchaser; and
5.4.6 Certified Resolution. A resolution, accompanied by a secretary's certificate in form
reasonably acceptable to Seller (the "Certified Resolution of the City Council") approving the execution and
delivery of the Agreement (and all exhibits hereto) and all other documents to be delivered by Purchaser pursuant to
this Article 5, including, without limitation, the Settlement Agreement and the Surface Use Agreement) has been
approved by its City Council.
5.4.7 Additional Documents. Any additional documents that Seller, Escrow Agent or the
Title Company may reasonably require for the proper consummation of the transaction contemplated by this
Agreement (provided, however, no such additional document shall expand any obligation, covenant, representation
or warranty of Purchaser or result in any new or additional obligation, covenant, representation or warranty of
Purchaser under this Agreement beyond those expressly set forth in this Agreement).
5.5 Seller's and Purchaser's Mutual Deliveries in Escrow. Seller and Purchaser shall execute and
deliver in escrow to the Escrow Agent the following:
5.5.1 Settlement Agreement. Settlement Agreement between Purchaser and Seller releasing
all claims, controversies and causes of action associated with the North Lake Property in form satisfactory to
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Purchaser and Seller in their sole and absolute discretion (the "Settlement Agreement"), executed and
acknowledged by Seller and Purchaser.
5.5.2 Surface Use Agreement. A Surface Use Agreement in fortn satisfactory to Purchaser,
Seller and the other owners the North Lake Properties in their sole and absolute discretion, executed and
acknowledged by Seller, Purchaser and the other parties thereto.
5.6 Lien Releases. As of or prior to the Closing Date, Seller shall use reasonable efforts to obtain
and, at Seller's election, either file in the Real Property Records of Dallas County, Texas (with a copy to the Escrow
Agent) or deliver to the Escrow Agent, releases (which may be contingent upon Closing, with Seller having the right
to apply the purchase price or a portion thereof for the purpose of obtaining such releases) of all Financing Liens
encumbering the Property ("Lien Releases"). The deliveries pursuant to this Section 5.6 are Conditional Deliveries
and shall be a Closing Condition of Seller and Purchaser.
5.7 Closing Statements. As of or prior to the Closing Date, Seller and Purchaser shall deposit with
Escrow Agent executed closing statements consistent with this Agreement in the form required by Escrow Agent.
5.8 Purchase Price. At or before Noon local time on the Closing Date, Purchaser shall deliver to
Escrow Agent the Purchase Price plus or minus applicable prorations, in immediate, same-day U.S. federal funds
wired for credit into Escrow Agent's escrow account. All hnds to be delivered at Closing must be delivered in a
manner to permit Escrow Agent to deliver good funds to Seller or its designee on the Closing Date (and, if requested
by Seller, by wire transfer); in the event that Escrow Agent is unable to deliver good funds to Seller or its designee
on the Closing Date, then the closing statements and related prorations will be revised as necessary.
5.9 Possession. At Closing, Seller shall deliver possession of the Property to Purchaser.
5.10 Delivery of Books and Records. After Closing, Seller shall deliver to the offices of Purchaser to
the extent in Seller's possession: maintenance records and warranties; plans and specifications; leases, licenses,
permits and certificates of occupancy; copies or originals of all books and records of account, contracts, and copies
of correspondence with tenants and suppliers; and keys. Seller's obligation pursuant to this Section 5.10 shall
survive Closing.
ARTICLE 6
PRORATIONS, DEPOSITS, COMMISSIONS
6.1 Prorations. At Closing, the following items shall be prorated as of the Closing Date with all
items of income and expense for the Property being borne by Purchaser fiom and after (and including) the Closing
Date: accrued operating expenses; real and personal ad valorem taxes ("Taxes"); and any assessments by private
covenant for the then-current calendar year of Closing. Specifically, the following shall apply to such prorations:
6.1.1 Taxes. If Taxes for the year of the Closing are not known or cannot be reasonably
estimated, Taxes shall be prorated based on Taxes for the year prior to Closing. Any additional Taxes relating to the
year of Closing or prior years arising out of a change in the use of the Real Property or a change in ownership shall
be assumed by Purchaser effective as of Closing and paid by Purchaser when due and payable, and Purchaser shall
indemnify Seller from and against any and all such Taxes, which indemnification obligation shall survive the
Closing. Seller reserves the right to pursue any challenge to Taxes attributable to any time period prior to Closing
shall be entitled to any rehnd or reduction of Taxes attributable to any time period prior to Closing. Purchaser's
City Manager shall take all necessary actions (or refrain to take action, as appropriate) to cause Purchaser to comply
with this Section 6.1.1, Seller acknowledges that Purchaser is a political subdivision of the State of Texas and may
be exempt from payment of ad valorem taxes.
6.1.2 Utilities. Purchaser shall take all steps necessary to effectuate the transfer of all utilities,
if any, to its name as of the Closing Date, and where necessary, post deposits with the utility companies. Seller shall
ensure that all utility meters are read as of the Closing Date. Seller shall be entitled to recover any and all deposits
held by any utility company as of the Closing Date.
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6.2 Closing Costs. Closing costs shall be allocated between Seller and Purchaser in accordance with
Section 1.2 entitled "Closing Costs".
6.3 Final Adjustment After Closing. If final bills are not available or cannot be issued prior to
Closing for any item being prorated under Section 6.1, then Purchaser's City Manager on behalf of Purchaser and
Seller shall allocate such items on a fair and equitable basis as soon as such bills are available, fmal adjustment to be
made as soon as reasonably possible after the Closing and Purchaser's City Manager shall cause Purchaser to make
any payments allocated to Purchaser pursuant to this Section 6.3. Payments in connection with the final adjustment
shall be due within 30 days of written notice. All such rights and obligations shall survive the Closing.
6.4 Commissions. Seller and Purchaser each represent and warrant to the other that no real estate
brokerage commission is payable to any person or entity in connection with the transaction contemplated hereby.
Seller's and Purchaser's representations and warranties under this Section 6.4 shall survive the termination of this
Agreement and shall survive the Closing.
ARTICLE 7
REPRESENTATlONS AND WARRANTIES
7.1 Seller's Representations and Warranties. Seller represents and warrants to Purchaser that:
7.1.1 Organization and Authority. Seller is validly existing, and is in good standing in the
state in which it was formed. Seller has the full right and authority and has obtained any and all consents required to
enter into this Agreement and to consummate or cause to be consummated the transactions contemplated hereby.
This Agreement has been, and all of the documents to be delivered by Seller at the Closing will be, authorized and
executed and constitute, or will constitute, as appropriate, the valid and binding obligation of Seller, enforceable in
accordance with their terms.
7.1.2 Conflicts and Pendinv Actions. There is no agreement to which Seller is a party or, to
Seller's knowledge, that is binding on Seller which is in conflict with this Agreement. To Seller's knowledge, there
is no action or proceeding pending or threatened against Seller or relating to the Property, which challenges or
impairs Seller's ability to execute or perform its obligations under this Agreement.
7.1.3 Notices from Governmental Authorities. To Seller's knowledge, Seller has not
received from any governmental authority (other than Purchaser) written notice of any material violation of any laws
applicable (or alleged to be applicable) to the Real Property, or any part thereof, that has not been corrected, except
as may be reflected by the Property Documents or otherwise disclosed in writing to Purchaser.
7.2 Purchaser's Representations and Warranties. Purchaser represents and warrants to Seller that:
7.2.1 Organization and Authority. Purchaser is validly existing as a political subdivision of
the State of Texas. Purchaser has the full right and authority and has obtained any and all consents required to enter
into this Agreement, to deposit and invest the Earnest Money and to consummate or cause to be consummated the
transactions contemplated hereby. This Agreement has been, and all of the documents to be delivered by Purchaser
at the Closing will be, authorized and properly executed and constitute, or will constitute, as appropriate, the valid
and binding obligation of Purchaser, enforceable in accordance with their terms.
7.2.2 Conflicts and Pending Action. There is no agreement to which Purchaser is a party or,
to Purchaser's knowledge, binding on Purchaser which is in conflict with this Agreement. Purchaser has not
received notice of any action or proceeding, pending or, to Purchaser's knowledge, threatened, against Purchaser
which challenges or impairs Purchaser's ability to execute or perform its obligations under this Agreement.
7.2.3 Prohibited Persons and Transactions. Purchaser is currently in compliance with and
shall at all times during the term of this Agreement (including any extension thereof) remain in compliance with the
regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the Treasury (including those
named on OFAC's Specially Designated Nationals and Blocked Persons List) and any statute, executive order
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1505488v.18 EFH100152002
(including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons
Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto.
7.3 Survival of Representations and Warranties. The representations and warranties set forth in
this Article 7 shall survive Closing for a period of six months (the "Survival Period"); provided, however, that such
representations and warranties shall automatically terminate if following the Closing, any direct or indirect transfer,
assignment, conveyance or sale of the Property or any ownership interest in Purchaser occurs. Terms such as "to
Seller's knowledge," "to the best of Seller's knowledge" or like phrases mean the actual present and conscious
awareness or knowledge of Patrick J. McInroe ("Seller's Representative"), without any duty of inquiry or
investigation; provided that so qualifying Seller's knowledge shall in no event give rise to any personal liability on
the part of Seller's Representative, or any of them, or any other officer or employee of Seller, on account of any
breach of any representation or warranty made by Seller herein. Said terms do not include constructive knowledge,
imputed knowledge, or knowledge Seller or such persons do not have but could have obtained through hrther
investigation or inquiry. No broker, agent, or party other than Seller is authorized to make any representation or
warranty for or on behalf of Seller. Each party shall have the right to bring an action against the other on the breach
of a representation or warranty or covenant hereunder or in the documents delivered by Seller at the Closing, but
only on the following conditions: (1) the breach in question results from, or is based on, a condition, state of facts or
other matter that was not known prior to Closing by the party bringing the action, (2) the party alleging the breach
gives written notice of such breach to the other party before the earlier to occur of (i) 91 days following the date on
which the party alleging the breach becomes aware of such breach and (ii) the end of the Survival Period and files
the action with respect to such breach on or before the first day following the second anniversary of the Closing
Date, and (3) neither party shall have the right to bring a cause of action for a breach of a representation or warranty
or covenant unless the damage to such party on account of such breach (individually or when combined with
damages from other breaches) equals or exceeds $50,000, and then only to the extent of such excess (but not in
excess of the Cap defined below). The parties stipulate that the periods of time referenced above to give written
notice of the alleged breach and to file the action with respect to such breach is reasonable and hereby waive any
claims to the contrary. If a party fails to timely notify the other party or file such action within the required time
periods as described above, such action shall be barred. Neither party shall have any liability after Closing for the
breach of a representation or warranty or covenant hereunder of which the other party hereto had knowledge as of
Closing. Without limiting the generality of the foregoing, and notwithstanding any other provision of this
Agreement, Seller shall have no liability with respect to any of Seller's representations, warranties and covenants
hereunder if, prior to the Closing, Purchaser has knowledge of any breach of a representation, warranty or covenant
of Seller hereunder, or Purchaser obtains knowledge that contradicts any of Seller's representations, warranties or
covenants hereunder (and the representations and warranties of Seller shall be deemed to be modified thereby to be
accurate), and Purchaser nevertheless consummates the transactions contemplated by this Agreement (in which
event any such breach or contradiction shall be deemed waived by Purchaser). Notwithstanding any other provision
of this Agreement, any agreement contemplated by this Agreement, or any rights which Purchaser might otherwise
have at law, equity, or by statute, whether based on contract or some other claim, Purchaser agrees that any liability
of Seller to Purchaser will be limited to $50,000 (the "Cap"). The provisions of this Section 7.3 shall survive the
Closing. Any breach of a representation or warranty that occurs prior to Closing shall constitute the non-satisfaction
of the Closing Condition set forth in Section 5.2.l(a) entitled "Representations and Warranties" and shall be
governed exclusively by Section 5.2.4 entitled "Non-Satisfaction of Conditions".
ARTICLE 8
DEFAULT AND REMEDIES
8.1 Seller's Remedies. If Purchaser fails to consummate the purchase of the Property pursuant to this
Agreement or otherwise defaults on its obligations hereunder at Closing for any reason except failure by Seller to
perform hereunder, Seller shall be entitled, as its sole remedy (except as provided in Sections 6.4, 8.3 and 8.4
hereof), to terminate this Agreement. Notwithstanding anything in this Section 8.1 to the contrary, in the event of
Purchaser's default or a termination of this Agreement, Seller shall have all remedies available by mandamus to
compel the performance of Purchaser or other suit, action or proceeding available at law or in equity in the event
Purchaser or any party associated with Purchaser is asserting any claims or right to the Property that would
otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property, and in said
event Seller shall not be required to submit such matter to dispute resolution as contemplated by Section 10.19. In
all other events Seller's remedies shall be limited to those described in Section 6.4 entitled "Commissions", and
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1505488v.18 EFH100152002
Sections 8.1, 8.3 and 8.4 hereof. If Closing is consummated, Seller shall have all remedies available by mandamus
to compel the performance of Purchaser or other suit, action or proceeding available at law or in equity in the event
Purchaser fails to perform any obligation of Purchaser under this Agreement.
8.2 Purchaser's Remedies. If Seller fails to consum~nate the sale of the Property pursuant to this
Agreement or otherwise defaults on its obligations hereunder at Closing for any reason except failure by Purchaser
to perform hereunder, Purchaser shall elect, as its sole remedy, either to (a) terminate this Agreement by giving
Seller timely written notice of such election prior to or at Closing, (b) enforce specific performance to consummate
the sale of the Property hereunder, or (c) waive said failure or breach and proceed to the Closing-without any
reduction in the Purchase Price for the Property. Notwithstanding anything herein to the contrary, Purchaser shall
not be entitled to a remedy of specific performance and shall be deemed to have elected to terminate this Agreement
unless a duly authorized signatory of Purchaser is physically present at the offices of the Title Company on the
Closing Date with all closing documents for the Property as required by Article 5, executed on behalf of Purchaser
where applicable, in Purchaser's possession and Purchaser files to seek specific performance within ten Business
Days following the expiration of the Dispute Resolution Period. Purchaser's remedies shall be limited to those
described in this Section 8.2 and Sections 8.3 and 8.4 hereof. IN NO EVENT SHALL SELLER'S DIRECT OR
INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES,
ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY
AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM,
CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW,
STATUTE, EQUITY OR OTHERWISE.
8.3 Attorneys' Fees. In the event either party hereto employs an attorney in connection with claims
by one party against the other arising from the operation of this Agreement, the non-prevailing party shall pay the
prevailing party all reasonable fees and expenses, including attorneys' fees, incurred in connection with such claims.
8.4 Other Expenses. If this Agreement is terminated due to the default of a party, then the defaulting
party shall pay any fees or charges due to Escrow Agent for any escrow cancellation fees or charges and any fees or
charges due to the Title Company for preparation and/or cancellation of the Title Commitment.
ARTICLE 9
DISCLAIMERS, RELEASE AND INDEMNITY
9.1 Disclaimers by Seller. Except as expressly set forth in this Agreement, it is understood and
agreed that Seller and Seller's agents or employees have not at any time made and are not now making, and they
specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, with
respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of
title (other than Seller's special warranty of title to be contained in the Deed), (b) environmental matters relating to
the Property or any portion thereof, including, without limitation, the presence of flazardous Materials in, on, under
or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface
conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic
faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or
any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area,
flood plain, floodway or special flood hazard, (e) drainage, (f) soil conditions, including the existence of instability,
past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any
undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning
or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any
utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric,
6) usages of adjoining property, (k) access to the Property or any portion thereof, (1) the value, compliance with the
plans and specifications, size, location, age, use, design, quality, description, suitability, structural integrity,
operation, title to, or physical or fmancial condition of the Property or any portion thereof, or any income, expenses,
charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof,
(m) the condition or use of the Property or compliance of the Property with any or all past, present or future federal,
state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws,
(n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (0) any other
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH100/52002
matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property,
(q) the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or
completeness of the Property Documents, (s) tax consequences, or (t) any other matter or thing with respect to the
Property.
9.2 Sale "As Is, Where Is". Purchaser acknowledges and agrees that upon Closing, Seller shall sell
and convey to Purchaser and Purchaser shall accept the Property "AS-IS, WHERE-IS, WITH ALL FAULTS,"
except to the extent expressly provided otherwise in this Agreement and any document executed by Seller and
delivered to Purchaser at Closing. Except as expressly set forth in this Agreement, Purchaser has not relied and will
not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees,
statements, representations or information pertaining to the Property or relating thereto (including specifically,
without limitation, Property Documents) made or hmished by Seller, or any property manager, real estate broker,
agent or third party representing or purporting to represent Seller, to whomever made or given, directly or indirectly,
orally or in writing. Purchaser represents that it is a knowledgeable, experienced and sophisticated purchaser of real
estate and that, except as expressly set forth in this Agreement, it is relying solely on its own expertise and that of
Purchaser's consultants in purchasing the Property and shall make an independent verification of the accuracy of
any documer~ts and information provided by Seller. Purchaser will conduct such inspections and investigations of
the Property as Purchaser deems necessary, including, but not limited to, the physical and environmental conditions
thereof, and shall rely upon same. Purchaser acknowledges that Seller has afforded Purchaser a full opportunity to
conduct such investigations of the Property as Purchaser deemed necessary to satisfy itself as to the condition of the
Property and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials
on or discharged from the Property, and will rely solely upon same and not upon any information provided by or on
behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and
covenants of Seller as are expressly set forth in this Agreement. Upon Closing, Purchaser shall assume the risk that
adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental,
health or safety conditions, may not have been revealed by Purchaser's inspections and investigations. Purchaser
hereby represents and warrants to Seller that: (a) Purchaser is represented by legal counsel in connection with the
transaction contemplated by this Agreement; and (b) Purchaser is purchasing the Property for business, commercial,
investment or other similar purpose and not for use as Purchaser's residence. Purchaser waives any and all rights or
remedies it may have or be entitled to, deriving from disparity in size or from any significant disparate bargaining
position in relation to Seller.
9.3 Seller Released from Liability. Purchaser acknowledges that it has been provided the
opportunity to inspect the Property prior to the Effective Date to observe its physical characteristics and existing
conditions and the opportunity to conduct such investigation and study on and of the Property and adjacent areas as
Purchaser deems necessary, and Purchaser hereby FOREVER RELEASES AND DISCHARGES Seller from all
responsibility and liability, including, without limitation, liabilities under the Comprehensive Environmental
Response, Compensation and Liability Act Of 1980 (42 U.S.C. Sections 9601 et seq.), as amended ("CERCLA),
regarding the condition, valuation, salability or utility of the Property, or its suitability for any purpose whatsoever
(including, but not limited to, with respect to the presence in the soil, air, structures and surface and subsurface
waters, of Hazardous Materials or other materials or substances that have been or may in the future be determined to
be toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled andlor
removed fiom the Property under current or hture federal, state and local laws, regulations or guidelines, and any
structural and geologic conditions, subsurface soil and water conditions and solid and hazardous waste and
Hazardous Materials on, under, adjacent to or otherwise affecting the Property). Purchaser further hereby WAIVES
(and by Closing this transaction will be deemed to have WAIVED) any and all objections and complaints
(including, but not limited to, federal, state and local statutory and common law based actions, and any private right
of action under any federal, state or local laws, regulations or guidelines to which the Property is or may be subject,
including but not limited to, CERCLA) concerning the physical characteristics and any existing conditions of the
Property. Purchaser further hereby assumes the risk of changes in applicable laws and regulations relating to past,
present and future environmental conditions on the Property and the risk that adverse physical characteristics and
conditions, including, without limitation, the presence of Hazardous Materials or other contaminants, may not have
been revealed by its investigation.
9.4 "Hazardous Materials" Defined. For purposes hereof, "Hazardous Materials" means
"Hazardous Material," "Hazardous Substance," "Pollutant or Contaminant," and "Petroleum" and "Natural Gas
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1505488v.18 EFH100152002
Liquids," as those terms are defined or used in Section 10 1 of CERCLA, and any other substances regulated because
of their effect or potential effect on public health and the environment, including, without limitation, PCBs, lead
paint, asbestos, urea formaldehyde, radioactive materials, putrescible materials, and infectious materials.
9.5 Indemnity. From and after Closing, Purchaser agrees to indemnify, defend and hold Seller
harmless of and from any and all liabilities, claims, demands, and expenses of any kind or nature which are in any
way related to the ownership, maintenance, operation or physical condition of the Property, including, without
limitation, in connection with Hazardous Materials and any requirements or demands of governmental agencies with
jurisdiction over the Property. Purchaser's indemnification obligations shall be payable froin Purchaser's interest in
the Property after the Closing and Purchaser's service revenues (and not tax revenues) including, without limitation,
water and sewer revenues and shall survive the Closing.
9.6 Survival. The terms and conditions of this Article 9 shall expressly survive the Closing, not
merge with the provisions of any closing documents and shall be incorporated into the Deed.
Purchaser acknowledges and agrees that the disclaimers and other agreements set forth herein are an
integral part of this Agreement and that Seller would not have agreed to sell the Property to Purchaser for the
Purchase Price without the disclaimers and other agreements set forth above.
ARTICLE 10
MISCELLANEOUS
10.1 Parties Bound; Assignment. This Agreement, and the terms, covenants, and conditions herein
contained, shall inure to the benefit of and be binding upon the heirs, personal representatives, successors, and
assigns of each of the parties hereto. Purchaser may not assign its rights under this Agreement.
10.2 Headings. The article, section, subsection, paragraph and/or other headings of this Agreement are
for convenience only and in no way limit or enlarge the scope or meaning of the language hereof.
10.3 Invalidity and Waiver. If any portion of this Agreement is held invalid or inoperative, then so
far as is reasonable and possible the remainder of this Agreement shall be deemed valid and operative, and, to the
greatest extent legally possible, effect shall be given to the intent manifested by the portion held invalid or
inoperative. The failure by either party to enforce against the other any term or provision of this Agreement shall
not be deemed to be a waiver of such party's right to enforce against the other party the same or any other such term
or provision in the future.
10.4 Governing Law. This Agreement shall, in all respects, be governed, construed, applied, and
enforced in accordance with the law of the state in which the Real Property is located.
10.5 Survival. The provisions of this Agreement that contemplate performance after the Closing and
the obligations of the parties not fully performed at the Closing (other than any unfulfilled closing conditions which
have been waived or deemed waived by the other party) shall survive the Closing and shall not be deemed to be
merged into or waived by the instruments of Closing.
10.6 Entirety and Amendments. This Agreement embodies the entire agreement between the parties
and supersedes all prior agreements and understandings relating to the Property. This Agreement may be amended
or supplemented only by an instrument in writing executed by the party against whom enforcement is sought. All
Exhibits hereto are incorporated herein by this reference for'all purposes.
10.7 Time. Time is of the essence in the performance of this Agreement.
10.8 Confidentiality. Purchaser shall make no public announcement or disclosure of any information
related to this Agreement to third parties, before or after the Closing, without the prior written specific consent of
Seller; provided, however, that Purchaser may, subject to the provisions of Section 3.2 entitled "Proprietary
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1505488v.18 EFH100/52002
Documents; Confidentiality", make disclosure of this Agreement to its Permitted Outside Parties as necessary to
perform its obligations hereunder and as may be required under laws or regulations applicable to Purchaser.
10.9 Electronic Transactions. Except as expressly provided in Section 10.10 entitled "Notices" and
Section 10.13 entitled "Execution in Counterparts", the parties hereby acknowledge and agree (a) this Agreement
shall not be executed, entered into, altered, amended or modified by electronic means and (b) without limiting the
generality of subparagraph (a), the parties hereby agree the transactions contemplated by this Agreement shall not be
conducted by electronic means.
10.10 Notices. All notices required or permitted hereunder shall be in writing and shall be served on the
parties at the addresses set forth in Section 1.3. Any such notices shall, unless otherwise provided herein, be given
or served (a) by depositing the same in the United States mail, postage paid, certified and addressed to the party to
be notified, with return receipt requested, (b) by overnight delivery using a nationally recognized overnight courier,
(c) by personal delivery, or (d) by electronic mail addressed to the electronic mail address set forth in Section 1.3
entitled "Notice Addresses" for the party to be notified with a confirmation copy delivered by another method
permitted under this Section 10.10. Notice given in accordance herewith for all permitted forms of notice other than
by electronic mail, shall be effective upon the earlier to occur of actual delivery to the address of the addressee or
refusal of receipt by the addressee (even if such addressee refuses delivery thereof). Notice given by electronic mail
in accordance herewith shall be effective upon the entrance of such electronic mail into the information processing
system designated by the recipient's electronic mail address. Except for electronic mail notices as described above,
no notice hereunder shall be effective if sent or delivered by electronic means. A party's address may be changed by
written notice to the other party; provided, however, that no notice of a change of address shall be effective until
actual receipt of such notice. Copies of notices are for informational purposes only, and a failure to give or receive
copies of any notice shall not be deemed a failure to give notice. Notices given by counsel to the Purchaser shall be
deemed given by Purchaser and notices given by counsel to the Seller shall be deemed given by Seller.
10.1 1 Construction. The parties acknowledge that the parties and their counsel have reviewed and
revised this Agreement and 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 exhibits or
amendments hereto.
10.12 Calculation of Time Periods; Business Day. Unless otherwise specified, in computing any
period of time described herein, the day of the act or event after which the designated period of time begins to run is
not to be included and the last day of the period so computed is to be included, unless such last day is not a Business
Day, in which event the period shall run until the end of the next day which is a Business Day. The last day of any
period of time described herein shall be deemed to end at 5:00 p.m. local time in the state in which the Real Property
is located. As used herein, the term "Business Day" means any day that is not a Saturday, Sunday or legal holiday
for national banks in the city in which the Real Property is located.
10.13 Execution in Counterparts. This Agreement (and any alterations, amendments or modifications
thereto) may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of
such counterparts shall constitute one Agreement. To facilitate execution of this Agreement (or any alteration,
amendment or modification thereto), the parties may execute and exchange by electronic mail PDF counterparts of
the signature pages, provided that executed originals thereof are forwarded to the other party on the same day by any
of the delivery methods set forth in Section 10.10 other than electronic mail PDF. Signature pages may be detached
from the counterparts and attached to a single copy of this Agreement (or any alteration, amendment or modification
thereto) to physically form one document.
10.14 No Recordation. Without the prior written consent of Seller, there shall be no recordation of
either this Agreement or any memorandum hereof, or any affidavit pertaining hereto, and any such recordation of
this Agreement or memorandum or affidavit by Purchaser without the prior written consent of Seller shall constitute
a default hereunder by Purchaser, whereupon Seller shall have the remedies set forth in Section 8.1 entitled "Seller's
Remedies" hereof. In addition to any such remedies, Purchaser's City Manager shall execute on behalf of Purchaser
an instrument in recordable form releasing this Agreement or memorandum or affidavit, and Purchaser's and
Purchaser's City Manager's obligations pursuant to this Section 10.14 shall survive any termination of this
Agreement as a surviving obligation.
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH100152002
10.15 Further Assurances. In addition to the acts and deeds recited herein and contemplated to be
performed, executed and/or delivered by either party at Closing, each party agrees to perform, execute and deliver,
but without any obligation to incur any additional liability or expense, on or after the Closing any further deliveries
and assurances as may be reasonably necessary to consummate the transactions contemplated hereby or to further
perfect the conveyance, transfer and assignment of the Property to Purchaser and Purchaser's City Manager shall
take all necessary actions (or refrain to take action, as appropriate) to cause Purchaser to comply with this
Section 10.15, and Purchaser's and Purchaser's City Manager's obligations pursuant to this Section 10.15 shall
survive any termination of this Agreement as a surviving obligation.
10.16 Discharge of Obligations. The acceptance of the Deed by Purchaser shall be deemed to be a full
performance and discharge of every representation and warranty made by Seller herein and every agreement and
obligation on the part of Seller to be performed pursuant to the provisions of this Agreement, except those which are
herein specifically stated to survive Closing.
10.17 No Third-Party Beneficiary. The provisions of this Agreement and of the documents to be
executed and delivered at Closing are and will be for the benefit of Seller and Purchaser only and are not for the
benefit of any third party, and accordingly, no third party shall have the right to enforce the provisions of this
Agreement or of the documents to be executed and delivered at Closing.
10.18 Reporting Person. Purchaser and Seller hereby designate the Title Company as the "reporting
person" pursuant to the provisions of Section 6045(e) of the Internal Revenue Code of 1986, as amended.
10.19 Dispute Resolution. In the event of a dispute between the parties, before resorting to litigation,
the parties will submit to the following dispute resolution process for not more than sixty days following the date on
which a party initiation of the dispute resolution process by written notice to the other party (the "Dispute
Resolution Period"). The parties agree to negotiate in good faith in an effort to resolve any dispute related to this
Agreement that may arise for a period of five business days following the initiation of the dispute resolution process.
If the dispute cannot be resolved by negotiation within such five business day period, the parties will submit the
dispute to non-binding mediation before resorting to litigation and will equally share the costs of a mutually
acceptable mediator. If such dispute cannot be resolved during the Dispute Resolution Period, then either party may
commence litigation. Purchaser's General Manager shall take all necessary actions (or refrain to take action, as
appropriate) to cause Purchaser to comply with this Section 10.19. This Section 10.19 shall survive the termination
of this Agreement and shall survive the Closing. The provisions of this Section 10.19 shall not apply to a party
seeking injunctive relief or temporary restraining orders.
10.20 Venue. Venue of any dispute concerning this Agreement shall be in Dallas County, Texas.
10.21 Special Provisions Concerning the Purchaser.
10.21.1 Purchaser's City Mana~er. References in this Agreement to actions by the Purchaser's
City Manager shall refer to such person acting on behalf of Purchaser in such person's official capacity and nothing
herein shall give rise to any personal liability on the part of Purchaser's City Manager.
10.21.2 Waiver of Sovereign Immunity. TO THE MAXIMUM EXTENT PERMITTED BY
LAW AND TO ANY LIMITATIONS CONTAINED IN PURCHASER'S CHARTER, PURCHASER
HEREBY AGREES TO WAIVE SOVEREIGN IMMUNITY FROM SUIT AND/OR LIABILITY FOR THE
PURPOSE OF ADJUDICATING A CLAIM TO ENFORCE THIS AGREEMENT OR FOR DAMAGES
FOR BREACH OF THIS AGREEMENT.
10.21.3 Conflicts with Applicable Law or Charter. Notwithstanding anything to the contrary
contained in this Agreement, Purchaser shall not have the obligation to perform any covenant or agreement under
this Agreement that is found by a court of competent jurisdiction in a final, non-appealable judgment to violate
applicable law or Purchaser's charter as of the Effective Date (but nothing contained in this Section 10.21.3 shall
prevent Luminant from seeking recovery under quantum meruit or seeking or exercising other equitable remedies).
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH100152002
[SIGNATURE PAGES AND EXHIBITS TO FOLLOW]
Purchase and Sale Agreement - North Lake
1505488v.18 EFH100152002
rN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written
beIow.
SELLER:
PURCHASER:
LUMINANT GENERATION COMPANY LLC, a Texas
limited liability company
By:
Name:
Title:
Date Executed by Seller:
THE CITY OF COPPELL, TEXAS, a political subdivision
of the State of Texas
By:
Name:
Title:
Date Executed by Purchaser:
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1505488v.18 EFH100152002
EXHIBIT A
BILL OF SALE. ASSIGNMENT AND ASSUMPTION
NORTH LAKE
THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION (this "Bill of Sale") is made as of
, 20-, by and between LUMINANT GENERATION COMPANY LLC, a Texas limited
liability company ("Assignor"), and THE CITY OF COPPELL, TEXAS, a political subdivision of the State of
Texas ("Assignee").
WITNESSETH:
For good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Assignor
and Assignee hereby agree as follows:
I. Assignor hereby sells, transfers, assigns and conveys to Assignee the following:
(a) All right, title and interest of Assignor in and to all tangible personal property
("Personalty") located on and used in connection with the maintenance or operation of that certain land and
improvements located in the County of Dallas, State of Texas, as more particularly described in Schedule 1 hereto
and made a part hereof ("Real Property").
(b) To the extent assignable, all warranties, guaranties, indemnities and claims (including,
without limitation, for workmanship, materials and performance) and which exist or may hereafter exist against any
contractor, subcontractor, manufacturer or supplier or laborer or other services relating thereto.
(c) All right, title and interest of Assignor in all intangible personal property related to the
Real Property and the improvements thereon (the "Improvements"), including, without limitation: all trade names
and trademarks associated with the Real Property and the Improvements, including Assignor's rights and interests, if
any, in the name of the Real Property; the plans and specifications and other architectural and engineering drawings
for the Improvements, if any; warranties (to the extent assignable without cost to Seller); governmental permits,
approvals and licenses, if any; and telephone exchange numbers (collectively, the "Intangible Personal Property").
Tangible Personal Property and Intangible Personal Property shall not include (I) any appraisals or other economic
evaluations of, or projections with respect to, all or any portion of the Property, including, without limitation,
budgets prepared by or on behalf of Assignor or any affiliate of Assignor, (2) any documents, materials or
information which are subject to attorneylclient, work product or similar privilege, which constitute attorney
communications with respect to the Property and/or Assignor, or which are subject to a confidentiality agreement,
and (3) any trade name, mark or other identifying material that includes the name "Luminant", the name "Energy
Future Holding" or any derivative thereof.
2. This Bill of Sale is given pursuant to that certain Purchase and Sale Agreement (as amended, the
"Purchase Agreement") dated as of , between Assignor and Assignee, providing for,
among other things, the conveyance of the Personalty and the Intangible Personal Property.
3. As set forth in Article 9 of the Purchase Agreement, which is hereby incorporated by reference as
if herein set out in full and except as set forth herein, the property conveyed hereunder is conveyed by Assignor and
accepted by Assignee AS IS, WHERE IS, AND WITHOUT ANY WARRANTIES OF WHATSOEVER
NATURE, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THE PURCHASE
AGREEMENT, IT BEING THE INTENTION OF ASSIGNOR AND ASSIGNEE EXPRESSLY TO
NEGATE AND EXCLUDE ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR
PURPOSE, WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY
DESCRIPTION OF THE PROPERTY CONVEYED HEREUNDER, OR BY ANY SAMPLE OR MODEL
THEREOF, AND ALL OTHER WARRANTIES WHATSOEVER CONTAINED IN OR CREATED BY
THE TEXAS UNIFORM COMMERCIAL CODE.
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH100152002
4. Assignee hereby accepts the assignment of the Personalty and the Intangible Personal Property
and agrees to assume and discharge, in accordance with the terms thereof all of the obligations thereunder from and
after the date hereof. Assignee agrees to indemnify and hold harmless Assignor from any cost, liability, damage or
expense (including attorneys' fees) arising out of or relating to Assignee's failure to perform any of the foregoing
obligations.
5. This Bill of Sale may be executed in any number of counterparts, each of which shall be deemed
an original, but all of which shall constitute one and the same instrument.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH100/52002
IN WITNESS WHEREOF, the parties hereto have executed this Bill of Sale as of the date frst above
written.
ASSIGNOR:
ASSIGNEE:
LUMINANT GENERATION COMPANY LLC, a Texas
limited liability company
By:
Name:
Title:
THE CITY OF COPPELL, TEXAS, a political subdivision
of the State of Texas
By:
Name:
Title:
Schedule 1 Real Property
Purchase and Sale Agreement - North Lake
1505488v.18 EFH100152002
Schedule 1
Real Property
Tract 1
BEING a 39.638 acre tract of land situated in the G. Hendricks Survey, Abstract No. 630, the J.G. Carlock Survey,
Abstract No. 3 12 and the Francis Jones Survey, Abstract No. 674 in Dallas County, Texas, and being a portion of a
tract of land described in deed to Dallas Power & Light Company, recorded in Volume 4378, Page 372, of the Deed
Records of Dallas County, Texas (D.R.D.C.T.), and a portion of a tract of land described in deed to Dallas Power &
Light Company, recorded in Volume 4420, Page 549 D.R.D.C.T. Said 39.638 acre tract being more particularly
described by metes and bounds as follows:
BEGINNING at a 314 inch iron rod found (N=7,031,066.82, E=2,438,553.41) at the northwest comer of the Grand
Estates at Northlake Hills Phase 11, recorded in Volume 2005041, Page 185 of the Plat Records of Dallas County,
Texas (P.R.D.C.T.) and in the south line of a tract of land described in deed to Crow-Billingsley Belt Line, LTD.,
recorded in Volume 86068, Page 5 186 of the Official Public Records of Dallas County, Texas (O.P.R.D.C.T.) from
which a 314" iron rod found capped "PEWITT" bears S 32"30157" W, a distance of 0.78 feet;
THENCE: S 00" 22' 55" E, with the West line of said Grand Estates at Northlake Hills Phase 11, a distance of
1102.5 1 feet to a 518 inch iron rod with Aluminum Cap stamped "'Frontier Surveying Company - RPLS 5991" set
for the southeast comer of this tract and the northeast comer of a tract of land described as "East Tract IB" in deed to
the City of Coppell, recorded in Document No. 20080370218 O.P.R.D.C.T.;
THENCE: WEST, with the north line of said City of Coppell tract, a distance of 734.96 feet to a point on the
meander line of the easterly shoreline of North Lake established at an elevation of 509.00 feet and the common
northwest comer of said City of Coppell tract;
THENCE: in a northerly direction, along said established 509.00 foot elevation meander line, the following courses
and distances listed as follows for reference purposes only;
N 26O13'37" W, a distance of 1853.70 feet to a point for comer;
N 75"06'50" W, a distance of 32.32 feet to a point for corner;
N 20°52'39" E, a distance of 46.22 feet to a point for comer;
S 77"50152" W. a distance of 61 .OO feet to a point for comer;
N 22"55'50" W, a distance of 39.04 feet to a point for comer;
N 53O.58'22" E, a distance of 3 1.3 1 feet to a point for comer;
N 16O22'22" E a distance of 24.5 1 feet to a point for comer;
N 26O38'33" W, a distance of 87.99 feet to a point for comer;
THENCE: EAST over and across said Dallas Power & Light Company, tract, a distance of 868.99 feet to a 518 inch
iron rod with Aluminum Cap stamped "Frontier Surveying Company - RPLS 5991" set in the west line of a tract of
land described as "Tract 4", in deed to Crow-Billingsley North Lake HB&T Joint Venture, recorded in Volume
90106, Page 2492 D.R.D.C.T. fiom which a 112 inch iron rod found capped "RPLS6013TX" bears N 00°34'01" W, a
distance of 75.72 feet;
THENCE: S 00°34'01" E. with the West line of said Crow-Billingsley North Lake HB&T Joint Venture Tract and
the west line of a tract of land described in deed to Trammel Crow Company No. 43 Et al, recorded in Document
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH100152002
No. 20070001 189 O.P.R.D.C.T., and passing a chain link fence comer post at the south comer of said Crow-
Billingsley North Lake HB&T Joint Venture Tract and the common northwest corner of said Trammel Crow
Company No. 43 Et a1 tract at a distance of 69.38 feet and continuing with the west line of said Trammel Crow
Company No. 43 Et a1 tract, a total distance of 169.15 feet to a 518 inch iron rod with Aluminum Cap stamped
"Frontier Surveying Company - RPLS 5991" set for comer from which a chain link fence post found bears N 83"
16'45" W, a distance of 2.93 feet;
THENCE: S 30" 26' 32" E, continuing with the West line of said Trammel Crow Company No. 43 Et a1 tract, a
distance of 678.19 feet to a 518 inch iron rod with Aluminum Cap stamped "Frontier Surveying Company - RPLS
5991" set at the southwest comer of said Trammel Crow Company No. 43 Et a1 tract from which a chain link fence
post bears S 39'5 1'52" E, a distance of 1.33 feet;
THENCE: S 89" 46' 16" E, with the south line of said Trammel Crow Company No. 43 Et a1 tract and the south line
of said Crow-Billingsley Belt Line, LTD. tract, passing a 318 inch iron rod found at the southeast comer of said
Trammel Crow Company No. 43 Et a1 tract and the common southwest comer of said Crow-Billingsley Belt Line,
LTD. tract at a distance of 201.3 1 feet, and continuing with the south line of said Crow-Billingsley Belt Line, LTD.
tract a total distance of 429.36 feet to the POlNT OF BEGINNING and containing 39.638 acres of land more or less.
Tract 2
BEING a 16.014 acre tract of land situated in the Francis Jones Survey, Abstract No. 674, in Dallas County, Texas,
and being a portion of a called 490.6 acre tract of land described in deed to Dallas Power & Light Company,
recorded in Volume 4378, Page 372, of the Deed Records of Dallas County, Texas (D.R.D.C.T.) and being more
particularly described by metes and bounds as follows:
BEGINNING at a 518 inch iron rod with aluminum cap stamped "FRONTIER SURVEYING COMPANY - RPLS
5991" set (N = 7,028,735.94, E = 2,438,568.69) at the southwest comer of a tract of land described as "EAST
TRACT 1B" in deed to the City of Coppell, recorded in Document No. 20080370218 Official Public Records Dallas
County, Texas (O.P.R.D.C.T.) and in the west line of the Final Plat of The Hollows of Valley Ranch Section Four,
recorded in Volume 95012, Page 6285 of the Plat Records of Dallas County, Texas (P.R.D.C.T.) from which a 314
inch iron rod found at the northwest comer of the Final Plat of Grand Estates At Northlake Hills Phase 11, recorded
in Volume 2005041, Page 185, P.R.D.C.T. bears N 00'22'32" W, a distance of 2330.92 feet;
THENCE: S 00'21' 19" E, with the west line of said Hollows of Valley Ranch Section Four and the west line of The
Final Plat of the Hollows of Valley Ranch, Amended, Section Two, Recorded in Volume 94067, Page 7887,
P.R.D.C.T., a distance of 947.44 feet to a point at the southwest comer of said Hollows of Valley Ranch, Amended,
Section Two and the common northwest comer of The Amended Final Plat of Valley Ranch, Phase IV, 6Ih
Installment, recorded in Volume 94197, Page 2086, P.R.D.C.T. from which a 112 inch iron rod found bears N
45'52'59" E, a distance of 1 .OO foot;
THENCE: S 00" 21' 7" E, with the West line of said Valley Ranch Phase IV-6' Installment, a distance of 256.81
feet to a 112 inch iron rod found at the northeast comer of a tract of land conveyed to C W Shoreline Land, LTD.,
recorded in Document No. 201200024638 of the Official Public Records of Dallas County, Texas (O.P.R.D.C.T.):
THENCE: West, with the North line of said C W Shoreline Land, LTD. tract, a distance of 384.77 feet to a point on
the meander line of the easterly shoreline of North Lake established at an elevation of 509.00 feet;
THENCE: in a northerly direction, along said established 509.00 foot elevation meander line, the following courses
and distances for listed for reference purposes only;
N 08" 40' 03" W, a distance of 26.24 feet to a point for comer;
N 46" 36' 01" W, a distance of 203.92 feet to a point for comer;
N 35" 50' 06" W, a distance of 164.27 feet to a point for comer;
Purchase and Sale Agreement - North Lake
1505488v.18 EFH100152002
N 17" 52' 45" W, a distance of 169.59 feet to a point for comer;
N 0 1 " 14' 05" W. a distance of 183.97 feet to a point for comer;
N 20" 00' 12" E, a distance of 166.36 feet to a point for comer;
N 27" 09' 58" E, a distance of 453.36 feet to a point at the southwest comer of said City of Coppell
tract;
THENCE: East, with the South line of said City of Coppell tract, a distance of 417.73 feet to the POINT OF
BEGINNING and containing 16.014 acres of land more or less.
Tract 3
A parcel of land lying and situated in County of Dallas, Texas, being a pait of that certain 11.62 acre tract of land in the W.
Perry Survey, Abstract No. 1152, conveyed to the City of Dallas by A.G. Kirksey, et ux. by a deed of record in Volume 540,
Page 21, Deed Records of Dallas County, Texas and more particularly described by metes and bounds as follows:
BEGINNING at a point in the most westerly line of the said 1 1.62 acre tract, 89.0 feet N 0" 03' W of the extreme southwest
comer thereof located in the Old Dallas-Denton Road;
THENCE N 0" 03' W, along the most westerly line of the said I 1.62 acre tract, a distance of 1 1 1.0 feet to an iron pin in
concrete:
THENCE N 46" 57' E, continuing with the boundary line of the said 11.62 acre tract, a distance of 290.0 feet to the point
for comer;
THENCE S 43" 03' E, 40.7 feet to a point on the west bank ofthe Elm Fork of the Trinity River;
THENCE S 14" 15' E, 64.0 feet to a point for comer;
THENCE S 37" 05' W. 30.0 feel to a point for comer;
THENCE S 88" 25' W, 64.0 feet to a point on the west bank of the Elm Fork of the Trinity River;
THENCE S 37" 05' W along the west bank of the Elm Fork of the Trinity River, a distance of 30.0 feet to a point for
comer:
THENCE N 52" 55' W, a distance of 35.0 feet to a point for comer;
THENCE S 46" 57' W, a distance of 83.3 feet to a point for comer;
THENCE S 37" 56' W, a distance of 54.9 feet to a point for comer;
THENCE S 22" 50' W, a distance of 54.5 feet to a point for comer;
THENCE S 16" 46' W, a distance of 40.0 feet to the place of beginning; and containing 0.397 acre of land.
Tract 4
BEING a 2.74 1 acre tract of land situated in the Francis Jones Survey, Abstract Number 674, and in Oficial City of Dallas
Block Number 8470, in the City of Dallas, Dallas County, Texas, and being a part of that tract of land described in deed to
Dallas Power & Light Company, as recorded in Volume 4378, Page 372, of the Deed Records of Dallas County, Texas
(D.R.D.C.T.), and being more particularly described as follows:
Purchase and Sale Agreement - North Lake
1505488v.18 EFH100/52002
COMMENCING at a 518 inch found iron rod for the common north comer of said Dallas Power & Light Company b-act and
Grand Estates at Northlake Hills Phase 11, an addition to the City of Irving, Dallas County, Texas, as recorded in Volume
2005041, Page 185, of the Official Public Records of Dallas County, Texas (O.P.R.D.C.T.);
THENCE South 00 degrees 23 minutes 11 seconds East, along the east line of said Dallas Power & Light Company tract, a
distance of 1,415.88 feet to a point for comer;
THENCE South 79 degrees 48 minutes 40 seconds West, departing said east line, a distance of 457.63 feet to a 112 inch set
iron rod with yellow plastic cap stamped "HALFF ASSOC 1NC." (hereinafter referred to as "with cap") for the POINT OF
BEGINNlNG ofthe herein described tract;
THENCE South 10 degrees 11 minutes 20 seconds East, a distance of 398.00 feet to a 112 inch set iron rod with cap for
comer;
THENCE South 79 degrees 48 minutes 40 seconds West, a distance of 300.00 feet to a 112 inch set iron rod with cap for
comer;
THENCE North 10 degrees 11 minutes 20 seconds West, a distance of 398.00 feet to a 112 inch set iron rod with cap for
comer;
THENCE North 79 degrees 48 minutes 40 seconds East, a distance of 300.00 feet to the PON OF BEGINNING and
CONTAINING 119,400 square feet or 2.741 acres of land, more or less.
Purchase and Sale Agreement - North Lake
1505488v.18 EFH100/52002
Line Name:
Tract: la Easement #:
WA #: I
EXHIBIT B
ONCOR EASEMENT
EASEMENT AND RIGHT OF WAY
STATE OF TEXAS 5
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS 8
That, Luniinant Generation Company LLC, a Texas limited liability company, hereinafter called
"Grantor," whether one or more, for and in consideration of Ten and no/100 Dollars ($10.00) and other valuable
consideration to Grantor in hand paid by Oncor Electric Delivery Company LLC, a Delaware limited liability
company, 1616 Woodall Rodgers Freeway, Dallas, Texas 75202, hereinafter referred to as "Grantee", has granted,
sold and conveyed and by these presents does grant, sell and convey unto said Grantee, its successors and assigns,
an easement and right-of-way for electric transmission, distribution and communication lines, each consisting of a
variable number of wires and cables, together with all necessary or desirable appurtenances including supporting
structures, foundations, guy wires and guy anchorages (the "Facilities") over, under, across and upon all that certain
tract(s) of land located in Dallas County, Texas, more particularly described in Exhibits A and B, attached hereto
and made part hereof.
Together with: (1) the right of ingress and egress over and along the easement and right-of-way and over
Grantor's adjacent lands to or from the easement and right-of-way, for the purpose of and with the right to construct,
operate, improve, reconstruct, replace, repair, inspect, patrol, maintain and add or remove such electric power and
communications lines or other Facilities as the Grantee may from time to time find necessary, convenient or
desirable to erect thereon during the initial construction of the Facilities or at any time thereafter; (2) the right to
install gates in all existing and future fences crossing the easement and right-of-way, provided such gates will be
installed in a manner that will not weaken such fences; (3) the right to relocate its facilities along the same general
direction of said lines; (4) the right to trim and cut down trees and shrubbery on the easement and right-of-way,
including by use of herbicides or other similar chemicals approved by the U. S. Environmental Protection Agency,
to the extent, in the sole judgment of the Grantee, necessary to prevent possible interference with the operation of
said lines or to remove possible hazard thereto; and (5) the right to remove at Grantor's expense or to prevent the
construction on the easement and right-of-way of any or all buildings, structures and obstructions.
Grantor shall not make or cause any changes in grade, elevation, or contour of the land (except those activities,
excluding terracing, associated with normal agricultural activities) within the easement and right-of-way described
herein without first providing advance notice and obtaining prior written consent to do so from Grantee. If written
consent is not obtained prior to any action by Grantor that causes any changes in grade, elevation, or contour of the
land within the easement and right-of-way, Grantor shall, upon demand from Grantee, at Grantor's expense, restore
the easement and right-of-way to its previously existing condition, or reimburse Grantee fully for the cost of
adjusting its Facilities as necessary to accommodate the change in grade, elevation, or contour of the land within the
easement and right-of-way in the event Grantor fails to promptly restore the grade, elevation, or contour to its
previously existing condition.
Grantor shall not perform any excavations, trenching, or other soil disturbing activities (except those
activities, excluding terracing, associated with normal agricultural activities) that, in the sole judgment of Grantee,
will endanger the integrity of the supporting structures and/or foundations or other Facilities, as applicable, or
perform any other activities that may, in the sole judgment of Grantee, remove, reduce, or adversely affect or impact
the lateral support of the supporting structures and/or foundations or other Facilities, as applicable, without first
providing advance notice and obtaining prior written consent to do so from Grantee. If prior written consent is not
obtained by Grantor prior to performing any excavation, trenching or other soil disturbing activity that endangers the
integrity of the supporting structures or foundations or other Facilities, as applicable, Grantor shall, upon demand
from Grantee, at Grantor's expense, restore the easement and right-of-way to its previously existing condition, or
reimburse Grantee fully for the cost of adjusting its Facilities as necessary to accommodate the excavation,
trenching, or soil disturbing activity in the event Grantor fails to promptly restore the easement and right-of-way to
its previously existing condition or cannot do so.
Grantor reserves the right to use the easement and right of way area provided such use shall not include the
growing of trees thereon or any other use that might, in the sole judgment of the Grantee, interfere with the exercise
by the Grantee of the rights hereby granted. Grantor hrther reserves the right to lay out, dedicate, construct,
maintain and use across said strip such roads, streets, alleys, railroad tracks, underground telephone cables and
conduits and gas, water and sewer pipe lines as will not interfere with Grantee's use of said land for the purpose
aforesaid, provided all such facilities shall be located at angles of not less than 45 degrees to any of Grantee's lines,
and shall be so constructed as to provide with respect to Grantee's Facilities the minimum clearances provided by
law and recognized as standard in the electrical industry, as same may change from time to time. Grantor also
reserves the right to erect fences not more than 8 feet high across said land, provided all such fences shall have
gates, openings, or removable sections at least 16 feet wide which will permit Grantee reasonable access to all parts
of said land. Should Grantee later determine that a width greater than 16 feet is necessary, then Grantee shall have
the right granted above to install additional or wider gates at its sole discretion, but the installation of such additional
or wider gates shall be at the sole expense of Grantee.
Grantor retains all right, title, and interest in and to all oil, gas, and other minerals (whether by law
classified as part of the mineral estate or the surface estate) and groundwater in, on, and under the strip or land
described herein; provided, however, that Grantor shall not be permitted to drill for oil, gas, and other minerals, and
groundwater fiom and under said strip of land but Grantor may extract oil, gas, and other minerals, and groundwater
fiom and under said strip of land by directional drilling, mining, or other means, so long as Grantee's use of said
strip is not disturbed, which use shall include the right of Grantee to physical and/or lateral support for the Facilities,
as well as the right that the Facilities shall not be endangered, obstructed, or interfered with by such operations.
In addition to the consideration above recited for the easement and right-of-way hereby granted, the
Grantee will pay to the owner of the land, and, if leased, to his tenant, as they may be respectively entitled for actual
damages to fences and growing crops and improvements located on the easement and right-of-way caused by reason
of the construction, maintenance, addition or removal of said lines; provided, however, that no such payment will be
made for trimming or removal of trees growing on the easement and right-of-way, nor for removal of buildings,
structures, or obstructions erected upon the easement and right-of-way after granting of this easement and right-of-
way.
TO HAVE AND TO HOLD the above described easement and right-of-way unto the said Grantee, its
successors and assigns, until all of said lines and other Facilities shall be abandoned, and in that event said easement
and right-of-way shall cease and all rights herein granted shall terminate and revert to Grantor or Grantor's heirs,
successors or assigns; and Grantor hereby binds Grantor and Grantor's heirs, successors, assigns, and legal
representatives, to warrant and forever defend the above described easement and right-of-way unto Grantee, its
successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof.
This easement may be assigned in whole or in part.
EXECUTED this - day of , A.D. 20-.
Grantor
Luminant Generation Company LLC, a Texas
limited liability company
Name:
Title:
1505488~. 18 EFH 100152002
ACKNOWLEDGEMENT
STATE OF TEXAS 4
4
COUNTY OF DALLAS 4
BEFORE ME, the undersigned authority, on this day personally appeared
, as the of Luniinant Generation
Company LLC, a Texas limited liability company, known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that helshe executed the same for the purposes and consideration
therein expressed, in the capacity therein stated and helshe is authorized to do so.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this - day of , A. D. 20-.
Notary Public in and for the State of Texas
After recording, return to:
Laura De La Paz
Oncor Electric Delivery Company
Suite 505
115 W 7th Street
Ft. Worth, Texas 76 102
EXHIBIT A
FIELD NOTE DESCRIPTION
BEING a 9.389 acre tract of land situated in the J. G. Carlock Survey, Abstract No. 312 and the Francis Jones
Survey, Abstract No. 674 in Dallas County, Texas, and being a portion of a tract of land described in deed to Dallas
Power & Light Company, recorded in Volume 4378, Page 372, of the Deed Records of Dallas County, Texas
(D.R.D.C.T.) and a portion of a tract of land described in deed to Dallas Power & Light Company, recorded in
Volume 4420, Page 549 D.R.D.C.T. Said 9.389 acre tract being more particularly described by metes and bounds as
follows:
COMMENCING at a 314 inch iron rod found at the northwest comer of the Grand Estates at Northlake Hills Phase
11, recorded in Volume 2005041, Page 185 of the Plat Records of Dallas County, Texas (P.R.D.C.T.) and in the
south line of a tract of land described in deed to Crow-Billingsley Belt Line. LTD., recorded in Volume 86068, Page
5186 of the Official Public Records of Dallas County, Texas (O.P.R.D.C.T.) from which a 314 inch iron rod found
capped "PEWITT" bears S 32"30'5OU W, a distance of 0.78 feet;
THENCE: S 00" 22' 55" E, with the West line of said Grand Estates at Northlake Hills Phase 11, a distance of 622.33
feet to THE POINT OF BEGINNING;
THENCE: S 00" 22' 55" E, continuing with the West line of said Grand Estates at Northlake Hills Phase 11, a
distance of 480.17 feet to a 518 inch iron rod with Aluminum Cap stamped "Frontier Surveying Company - RPLS
5991" set for the southeast corner of this tract and the northeast comer of a tract of land described as "East Tract 1B"
in deed to the City of Coppell, recorded in Document No. 200803702 18 O.P.R.D.C.T.;
THENCE: WEST, with the north line of said City of Coppell tract, a distance of 25 1.43 feet to a point for comer;
THENCE: over and across said Dallas Power & Light Company tract the following courses and distances;
N 00°21'52" W, a distance of 501.89 feet to a point for comer;
N 30"1108" W, a distance of 1574.25 feet to a point for comer;
EAST, a distance of 272.06 feet to a 518 inch iron rod with Aluminum Cap stamped "Frontier Surveying
Company - RPLS 5991" set in the west line of a tract of land described as "Tract 4", in deed to Crow-
Billingsley North Lake HB&T Joint Venture, recorded in Volume 90106, Page 2492 D.R.D.C.T. from
which a 112 inch iron rod found capped ltRPLS6013TX" bears N 00°34'01" W, a distance of 75.72 feet;
THENCE: S 00°34'01" E, with the west line of said Crow-Billingsley North Lake HB&T Joint Venture Tract and
the west line of a tract of land described in deed to Trammel Crow Company No. 43 Et al, recorded in Document
No. 20070001189 O.P.R.D.C.T., and passing a chain link fence comer post at the south comer of said Crow-
Billingsley North Lake HB&T Joint Venture Tract and the common northwest corner of said Trammel Crow
Company No. 43 Et a1 tract at a distance of 69.38 feet and continuing with the west line of said Trammel Crow
Company No. 43 Et a1 tract, a total distance of 169.15 feet to a 518 inch iron rod with Aluminum Cap stamped
"Frontier Surveying Company - RPLS 5991" set for comer from which a chain link fence post found bears N
83"16'45" W, a distance of 2.93 feet;
THENCE: S 30" 26'32" E, continuing with the West line of said Trammel Crow Company No. 43 Et a1 tract, a
distance of 678.19 feet to a 518 inch iron rod with Aluminunl Cap stamped "Frontier Surveying Company - RPLS
5991" set at the southwest comer of said Trammel Crow Company No. 43 Et a1 tract from which a chain link fence
post bears S 399 1'52" E, a distance of 1.33 feet;
THENCE: S 89"46'16" E, with the south line of said Trammel Crow Company No. 43 Et al Tract, a distance of 66.07
feet to a point for comer;
THENCE: S 30°30'02" E, over and across said Dallas Power & Light Company tract, a distance of 723.95 feet to the
POINT OF BEGINNING and containing 9.389 acres of land more or less.
EXHIBIT B
DEPICTION OF EASEMENT AREA
Line Name: :
Tract: I b Easement #: :
WA #: I
EASEMENT AND RIGHT OF WAY
STATE OF TEXAS 3
3 KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS 5
That, City of Coppell, a Texas municipality, hereinafter called "Grantor," whether one or more, for and in
consideration of Ten and no/100 Dollars ($10.00) and other valuable consideration to Grantor in hand paid by
Oncor Electric Delivery Company LLC, a Delaware limited liability company, 16 16 Woodall Rodgers Freeway,
Dallas, Texas 75202, hereinafter referred to as "Grantee", has granted, sold and conveyed and by these presents
does grant, sell and convey unto said Grantee, its successors and assigns, an easement and right-of-way for electric
transmission, distribution and communication lines, each consisting of a variable number of wires and cables,
together with all necessary or desirable appurtenances including supporting structures, foundations, guy wires and
guy anchorages (the "Facilities") over, under, across and upon all that certain tract(s) of land located in Dallas
County, Texas, more particularly described in Exhibits A and B, attached hereto and made part hereof.
Together with: (I) the right of ingress and egress over and along the easement and right-of-way and over
Grantor's adjacent lands to or from the easement and right-of-way, for the purpose of and with the right to construct,
operate, improve, reconstruct, replace, repair, inspect, patrol, maintain and add or remove such electric power and
communications lines or other Facilities as the Grantee may from time to time find necessary, convenient or
desirable to erect thereon during the initial construction of the Facilities or at any time thereafter; (2) the right to
install gates in all existing and future fences crossing the easement and right-of-way, provided such gates will be
installed in a manner that will not weaken such fences; (3) the right to relocate its facilities along the same general
direction of said lines; (4) the right to trim and cut down trees and shrubbery on the easement and right-of-way,
including by use of herbicides or other similar chemicals approved by the U. S. Environmental Protection Agency,
to the extent, in the sole judgment of the Grantee, necessary to prevent possible interference with the operation of
said lines or to remove possible hazard thereto; and (5) the right to remove at Grantor's expense or to prevent the
construction on the easement and right-of-way of any or all buildings, structures and obstructions.
Grantor shall not make or cause any changes in grade, elevation, or contour of the land (except those activities,
excluding terracing, associated with normal agricultural activities) within the easement and right-of-way described
herein without first providing advance notice and obtaining prior written consent to do so from Grantee. If written
consent is not obtained prior to any action by Grantor that causes any changes in grade, elevation, or contour of the
land within the easement and right-of-way, Grantor shall, upon demand from Grantee, at Grantor's expense, restore
the easement and right-of-way to its previously existing condition, or reimburse Grantee fully for the cost of
adjusting its Facilities as necessary to accommodate the change in grade, elevation, or contour of the land within the
easement and right-of-way in the event Grantor fails to promptly restore the grade, elevation, or contour to its
previously existing condition.
Grantor shall not perform any excavations, trenching, or other soil disturbing activities (except those
activities, excluding terracing, associated with normal agricultural activities) that, in the sole judgment of Grantee,
will endanger the integrity of the supporting structures and/or foundations or other Facilities, as applicable, or
perform any other activities that may, in the sole judgment of Grantee, remove, reduce, or adversely affect or impact
the lateral support of the supporting structures and/or foundations or other Facilities, as applicable, without first
providing advance notice and obtaining prior written consent to do so from Grantee. If prior written consent is not
obtained by Grantor prior to performing any excavation, trenching or other soil disturbing activity that endangers the
integrity of the supporting structures or foundations or other Facilities, as applicable, Grantor shall, upon demand
from Grantee, at Grantor's expense, restore the easement and right-of-way to its previously existing condition, or
reimburse Grantee fully for the cost of adjusting its Facilities as necessary to accommodate the excavation,
trenching, or soil disturbing activity in the event Grantor fails to promptly restore the easement and right-of-way to
its previously existing condition or cannot do so.
Grantor reserves the right to use the easement and right of way area provided such use shall not include the
growing of trees thereon or any other use that might, in the sole judgment of the Grantee, interfere with the exercise
by the Grantee of the rights hereby granted. Grantor further reserves the right to lay out, dedicate, construct,
maintain and use across said strip such roads, streets, alleys, railroad tracks, underground telephone cables and
conduits and gas, water and sewer pipe lines as will not interfere with Grantee's use of said land for the purpose
aforesaid, provided all such facilities shall be located at angles of not less than 45 degrees to any of Grantee's lines,
and shall be so constructed as to provide with respect to Grantee's Facilities the minimum clearances provided by
law and recognized as standard in the electrical industry, as same may change from time to time. Grantor also
reserves the right to erect fences not more than 8 feet high across said land, provided all such fences shall have
gates, openings, or removable sections at least 16 feet wide which will permit Grantee reasonable access to all parts
of said land. Should Grantee later determine that a width greater than 16 feet is necessary, then Grantee shall have
the right granted above to install additional or wider gates at its sole discretion, but the installation of such additional
or wider gates shall be at the sole expense of Grantee.
Grantor retains all right, title, and interest in and to all oil, gas, and other minerals (whether by law
classified as part of the mineral estate or the surface estate) and groundwater in, on, and under the strip or land
described herein; provided, however, that Grantor shall not be permitted to drill for oil, gas, and other minerals, and
groundwater from and under said strip of land but Grantor may extract oil, gas, and other minerals, and groundwater
from and under said strip of land by directional drilling, mining, or other means, so long as Grantee's use of said
strip is not disturbed, which use shall include the right of Grantee to physical and/or lateral support for the Facilities,
as well as the right that the Facilities shall not be endangered, obstructed, or interfered with by such operations.
In addition to the consideration above recited for the easement and right-of-way hereby granted, the
Grantee will pay to the owner of the land, and, if leased, to his tenant, as they may be respectively entitled for actual
damages to fences and growing crops and improvements located on the easement and right-of-way caused by reason
of the construction, maintenance, addition or removal of said lines; provided, however, that no such payment will be
made for trimming or removal of trees growing on the easement and right-of-way, nor for removal of buildings,
structures, or obstructions erected upon the easement and right-of-way after granting of this easement and right-of-
way.
TO HAVE AND TO HOLD the above described easement and right-of-way unto the said Grantee, its
successors and assigns, until all of said lines and other Facilities shall be abandoned, and in that event said easement
and right-of-way shall cease and all rights herein granted shall terminate and revert to Grantor or Grantor's heirs,
successors or assigns; and Grantor hereby binds Grantor and Grantor's heirs, successors, assigns, and legal
representatives, to warrant and forever defend the above described easement and right-of-way unto Grantee, its
successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof.
This easement may be assigned in whole or in part.
EXECUTED this - day of , A.D. 20-.
Grantor
City of Coppell,
a Texas municipality
By:
Name:
Title:
ACKNOWLEDGEMENT
STATE OF TEXAS 9
9
COUNTY OF DALLAS 9
BEFORE ME, the undersigned authority, on this day personally appeared
, as the of City of Coppell, a Texas
municipality, known to me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that helshe executed the same for the purposes and consideration therein expressed, in the
capacity therein stated and helshe is authorized to do so.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this - day of , A. D. 20-.
Notary Public in and for the State of Texas
After recording, return to:
Laura De La Paz
Oncor Electric Delivery Company
Suite 505
115 W 7th Street
Ft. Worth, Texas 76 102
EXHIBIT A
FIELD NOTE DESCRIPTION
BEING a 7.092 acre tract of land situated in the Francis Jones Survey, Abstract No. 674, in Dallas County, Texas,
and being a portion of a tract of land described as "EAST TRACT IB" in deed to the City of Coppell, recorded in
Document No. 200803702 18 of the Official Public Records of Dallas County, Texas (O.P.R.D.C.T.) and being more
particularly described by metes and bounds as follows:
BEGINNING at a point (N = 7,029,964.34, E = 2,438,309.33) in the north line of said City of Coppell tract from
which a 314 inch iron rod found at the northwest comer of the Final Plat of Grand Hills Estates At Northlake Hills
Phase 11, recorded in Volume 2005041, Page 185 of the Plat Records of Dallas County, Texas (P.R.D.C.T.) bears N
12" 29' 00" E, a distance of 1 129.18 feet;
THENCE: East, with the North line of said City of Coppell tract, a distance of 25 1.43 feet to a point for comer;
THENCE: S 00'22' 12" E, with said West line, a distance of 1228.42 feet to a point for comer;
THENCE: West, with the South line of said City of Coppell tract, a distance of 25 1.55 feet to a point for comer;
THENCE: N 00" 21' 52" W, over and across said City of Coppell tract, a distance of 1228.42 feet to the POINT OF
BEGINNlNG and containing 7.092 acres of land more or less.
EXHIBIT B
Depiction of Easement Area
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PAGEZOFZ
1505488~. 18 EFH 100/52002
Line Name:
Tract: Ic Easement #:
WA #: 1
EASEMENT AND RIGHT OF WAY
STATE OF TEXAS 5
5 KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS 5
That, Luminant Generation Company LLC, a Texas limited liability company, hereinafter called
"Grantor," whether one or more, for and in consideration of Ten and noI100 Dollars ($10.00) and other valuable
consideration to Grantor in hand paid by Oncor Electric Delivery Company LLC, a Delaware limited liability
company, 1616 Woodall Rodgers Freeway, Dallas, Texas 75202, hereinafter referred to as "Grantee", has granted,
sold and conveyed and by these presents does grant, sell and convey unto said Grantee, its successors and assigns,
an easement and right-of-way for electric transmission, distribution and communication lines, each consisting of a
variable number of wires and cables, together with all necessary or desirable appurtenances including supporting
structures, foundations, guy wires and guy anchorages (the "Facilities") over, under, across and upon all that certain
tract(s) of land located in Dallas County, Texas, more particularly described in Exhibits A and B, attached hereto
and made part hereof.
Together with: (1) the right of ingress and egress over and along the easement and right-of-way and over
Grantor's adjacent lands to or from the easement and right-of-way, for the purpose of and with the right to construct,
operate, improve, reconstruct, replace, repair, inspect, patrol, maintain and add or remove such electric power and
communications lines or other Facilities as the Grantee may fiom time to time find necessary, convenient or
desirable to erect thereon during the initial construction of the Facilities or at any time thereafter; (2) the right to
install gates in all existing and future fences crossing the easement and right-of-way, provided such gates will be
installed in a manner that will not weaken such fences; (3) the right to relocate its facilities along the same general
direction of said lines; (4) the right to trim and cut down trees and shrubbery on the easement and right-of-way,
including by use of herbicides or other similar chemicals approved by the U. S. Environmental Protection Agency,
to the extent, in the sole judgment of the Grantee, necessary to prevent possible interference with the operation of
said lines or to remove possible hazard thereto; and (5) the right to remove at Grantor's expense or to prevent the
construction on the easement and right-of-way of any or all buildings, structures and obstructions.
Grantor shall not make or cause any changes in grade, elevation, or contour of the land (except those activities,
excluding terracing, associated with normal agricultural activities) within the easement and right-of-way described
herein without first providing advance notice and obtaining prior written consent to do so from Grantee. If written
consent is not obtained prior to any action by Grantor that causes any changes in grade, elevation, or contour of the
land within the easement and right-of-way, Grantor shall, upon demand from Grantee, at Grantor's expense, restore
the easement and right-of-way to its previously existing condition, or reimburse Grantee fully for the cost of
adjusting its Facilities as necessary to accommodate the change in grade, elevation, or contour of the land within the
easement and right-of-way in the event Grantor fails to promptly restore the grade, elevation, or contour to its
previously existing condition.
Grantor shall not perform any excavations, trenching, or other soil disturbing activities (except those
activities, excluding terracing, associated with normal agricultural activities) that, in the sole judgment of Grantee,
will endanger the integrity of the supporting structures and/or foundations or other Facilities, as applicable, or
perform any other activities that may, in the sole judgment of Grantee, remove, reduce, or adversely affect or impact
the lateral support of the supporting structures and/or foundations or other Facilities, as applicable, without first
providing advance notice and obtaining prior written consent to do so from Grantee. If prior written consent is not
obtained by Grantor prior to performing any excavation, trenching or other soil disturbing activity that endangers the
integrity of the supporting structures or foundations or other Facilities, as applicable, Grantor shall, upon demand
from Grantee, at Grantor's expense, restore the easement and right-of-way to its previously existing condition, or
reimburse Grantee fully for the cost of adjusting its Facilities as necessary to accommodate the excavation,
trenching, or soil disturbing activity in the event Grantor fails to promptly restore the easement and right-of-way to
its previously existing condition or cannot do so.
Grantor reserves the right to use the easement and right of way area provided such use shall not include the
growing of trees thereon or any other use that might, in the sole judgment of the Grantee, interfere with the exercise
by the Grantee of the rights hereby granted. Grantor hrther reserves the right to lay out, dedicate, construct,
maintain and use across said strip such roads, streets, alleys, railroad tracks, underground telephone cables and
conduits and gas, water and sewer pipe lines as will not interfere with Grantee's use of said land for the purpose
aforesaid, provided all such facilities shall be located at angles of not less than 45 degrees to any of Grantee's lines,
and shall be so constructed as to provide with respect to Grantee's Facilities the minimum clearances provided by
law and recognized as standard in the electrical industry, as same may change from time to time. Grantor also
reserves the right to erect fences not more than 8 feet high across said land, provided all such fences shall have
gates, openings, or removable sections at least 16 feet wide which will permit Grantee reasonable access to all parts
of said land. Should Grantee later determine that a width greater than 16 feet is necessary, then Grantee shall have
the right granted above to install additional or wider gates at its sole discretion, but the installation of such additional
or wider gates shall be at the sole expense of Grantee.
Grantor retains all right, title, and interest in and to all oil, gas, and other minerals (whether by law
classified as part of the mineral estate or the surface estate) and groundwater in, on, and under the strip or land
described herein; provided, however, that Grantor shall not be permitted to drill for oil, gas, and other minerals, and
groundwater from and under said strip of land but Grantor may extract oil, gas, and other minerals, and groundwater
from and under said strip of land by directional drilling, mining, or other means, so long as Grantee's use of said
strip is not disturbed, which use shall include the right of Grantee to physical and/or lateral support for the Facilities,
as well as the right that the Facilities shall not be endangered, obstructed, or interfered with by such operations.
In addition to the consideration above recited for the easement and right-of-way hereby granted, the
Grantee will pay to the owner of the land, and, if leased, to his tenant, as they may be respectively entitled for actual
damages to fences and growing crops and improvements located on the easement and right-of-way caused by reason
of the construction, maintenance, addition or removal of said lines; provided, however, that no such payment will be
made for trimming or removal of trees growing on the easement and right-of-way, nor for removal of buildings,
structures, or obstructions erected upon the easement and right-of-way after granting of this easement and right-of-
way.
TO HAVE AND TO HOLD the above described easement and right-of-way unto the said Grantee, its
successors and assigns, until all of said lines and other Facilities shall be abandoned, and in that event said easement
and right-of-way shall cease and all rights herein granted shall terminate and revert to Grantor or Grantor's heirs,
successors or assigns; and Grantor hereby binds Grantor and Grantor's heirs, successors, assigns, and legal
representatives, to warrant and forever defend the above described easement and right-of-way unto Grantee, its
successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof.
This easement may be assigned in whole or in part.
EXECUTED this day of , A.D. 20-.
Grantor
Luminant Generation Company LLC, a Texas
limited liability company
BY:-
Name:
Title:
ACKNOWLEDGEMENT
STATE OF TEXAS 9
S
COUNTY OF DALLAS 9
BEFORE ME, the undersigned authority, on this day personally appeared
9 as the ~~~~~~~
of Luminant Generation
Company LLC, a Texas limited liability company, known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that helshe executed the same for the purposes and consideration
therein expressed, in the capacity therein stated and helshe is authorized to do so.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this - day of , A. D. 20-.
Notary Public in and for the State of Texas
After recording, return to:
Laura De La Paz
Oncor Electric Delivery Company
Suite 505
1 15 W 7' Street
Ft. Worth, Texas 76 102
EXHIBIT A
FIELD NOTE DESCRIPTION
BEING a 6.951 acre tract of land situated in the Francis Jones Survey, Abstract No. 674, in Dallas County, Texas,
and being a portion of a called 490.6 acre tract of land described in deed to Dallas Power & Light Company,
recorded in Volume 4378, Page 372, of the Deed Records of Dallas County, Texas (D.R.D.C.T.) and being more
particularly described by metes and bounds as follows:
BEGINNING at a 518 inch iron rod with aluminum cap stamped "FRONTIER SURVEYING COMPANY RPLS -
5991" set (N = 7,028,735.94, E = 2,438,568.69) at the southwest comer of a tract of land described as "EAST
TRACT 1B" in deed to the City of Coppell. recorded in Document No. 2008037021 8 Official Public Records Dallas
County, Texas (O.P.R.D.C.T.) and in the west line of the Final Plat of The Hollows of Valley Ranch Section Four,
recorded in Volume 95012, Page 6285 of the Plat Records of Dallas County, Texas (P.R.D.C.T.) from which a 314
inch iron rod found at the northwest comer of the Final Plat of Grand Estates At Northlake Hills Phase IT, recorded
in Volume 2005041, Page 185 P.R.D.C.T. bears N 00'22'32" W, a distance of 2330.92 feet;
THENCE: S 00' 21' 19" E, with the west line of said Hollows of Valley Ranch Section Four and the west line of The
Final Plat of the Hollows of Valley Ranch, Amended, Section Two, Recorded in Volume 94067, Page 7887
P.R.D.C.T., a distance of 947.44 feet to a point at the southwest comer of said Hollows of Valley Ranch, Amended,
Section Two and the common northwest comer of The Amended Final Plat of Valley Ranch, Phase IV, 6&
Installment, from which a 112 inch iron rod found bears N 45O52'59" E, a distance of 1 .OO foot;
THENCE: S 00' 21' 17" E, with the West line of said Valley Ranch Phase IV-6' Installment, a distance of 256.81
feet to a 112" iron rod found at the northeast comer of a tract of land conveyed to C W Shoreline Land, LTD.,
recorded in Document No. 20 1200024638 of the Official Public Records of Dallas County, Texas (O.P.R.D.C.T.);
THENCE: West, with the North line of said C W Shoreline Land, LTD. tract, a distance of 251.35 feet to a point for
comer;
THENCE: N 00" 21' 52" W, over and across said Dallas Power & Light Company, tract, a distance of 1204.26 feet
to a point for comer in the south line of said City of Coppell Tract;
THENCE: East, with the South line of said City of Coppell tract, a distance of 251.55 feet to the POINT OF
BEGINNING and containing 6.95 1 acres of land more or less.
EXHIBIT B
DEPICTION OF EASEMENT AREA
Purchase and Sale Agreerncnt - North Lake
1505488v.18 EFH100/52002
EXHIBIT C
NORTH LAKE PROPERTY
All of the parcels described in the following deeds:
1. Special Warranty Deed and Drainage Easement dated September 8, 2004 and recorded as Volume 2004 178
Page 4 in the Real Property Records
2. Special Warranty Deed dated December 29,2006 and recorded as Instrument No. 20070001 188 in the Real
Property Records
3. Special Warranty Deed dated December 29,2006 and recorded as Instrument No. 20070001 190 in the Real
Property Records, as superseded by the Correction Special Warranty Deed dated December 29, 2006 and
recorded as Instrument No. 20070084853 in the Real Property Records
4. Special Warranty Deed dated December 29,2006 and recorded as Instrument No. 2007000 1 189 in the Real
Property Records
5. Special Warranty Deed dated December 29,2006 and recorded as Instrument No. 2007000 1191 in the Real
Property Records
6. Special Warranty Deed dated December 29,2006 and recorded as Instrument No. 20070001 192 in the Real
Property Records
7. Special Warranty Deed dated December 29,2006 and recorded as Instrument No. 2007000 1 193 in the Real
Property Records
8. Special Warranty Deed dated December 29,2006 and recorded as Instrument No. 20070001 194 in the Real
Property Records
9. Mineral Deed dated December 29,2006 and recorded as Instrument No. 2007000121 1 in the Real Property
Records
10. Mineral Deed dated December 29,2006 and recorded as Instrument No. 20070001206 in the Real Property
Records
1 1. Mineral Deed dated December 29,2006 and recorded as Instrument No. 2007000 1207 in the Real Property
Records
12. Mineral Deed dated December 29,2006 and recorded as Instrument No. 20070001208 in the Real Property
Records
13. Mineral Deed dated December 29,2006 and recorded as Instrument No. 20070001209 in the Real Property
Records
14. Mineral Deed dated December 29,2006 and recorded as Instrument No. 200700012 10 in the Real Property
Records
Purchase and Sale Agreement -North Lake
1505488v.18 EFH100152002
15. Mineral Deed dated December 28,2006 and recorded as Instrument No. 20070001202 in the Real Property
Records
Mineral Deed dated December 29,2006 and recorded as Instrument No. 20070001201 in the Real Property
Records
Mineral Deed dated December 29,2006 and recorded as Instrument No. 20070001205 in the Real Property
Records
Mineral Deed dated December 29,2006 and recorded as Instrument No. 20070001204 in the Real Property
Records
Mineral Deed dated December 29,2006 and recorded as Instrument No. 20070001203 in the Real Property
Records
Mineral Deed dated December 29, 2006 and recorded as Instrument No. 20070001200 in the Real Property
Records
Mineral Deed dated December 29,2006 and recorded as Instrument No. 20070001 196 in the Real Property
Records
Mineral Deed dated December 29, 2006 and recorded as Instrument No. 20070001212 in the Real Property
Records
Mineral Deed dated December 29, 2006 and recorded as Instrument No. 20070001 197 in the Real Property
Records
Mineral Deed dated December 29,2006 and recorded as Instrument No. 20070001 195 in the Real Property
Records
Mineral Deed dated December 29,2006 and recorded as Instrument No. 20070001 198 in the Real Property
Records
Mineral Deed dated December 29,2006 and recorded as Instrument No. 20070001 199 in the Real Property
Records
Special Warranty Deed with Easement Reservation and Restrictive Covenants dated November 21, 2008
and recorded as Instrument No. 20080370202 in the Real Property Records, including the save and except
tract for Pad Site D out of East 1B
Special Warranty Deed with Easement Reservation and Restrictive Covenants dated November 2 1, 2008
and recorded as Instrument No. 20080370203 in the Real Property Records, including the save and except
tract for Pad Site A out of the West Tract
Special Warranty Deed with Easement Reservation and Restrictive Covenants dated November 21, 2008
and recorded as Instrument No. 20080370204 in the Real Property Records
Special Warranty Deed with Restrictive Covenant dated November 21, 2008 and recorded as Instrument
No. 20080370205 in the Real Property Records
Special Warranty Deed dated November 21,2008 and recorded as Instrument No. 20080370213 in the Real
Property Records
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH100152002
32. Special Warranty Deed dated November 21,2008 and recorded as Instrument No. 20080370212 in the Real
Property Records
33. Special Warranty Deed dated November 21,2008 and recorded as Instrument No. 2008037021 1 in the Real
Property Records
34. Special Warranty Deed dated November 21,2008 and recorded as Instrument No. 20080370210 in the Real
Property Records
35. Special Warranty Deed dated November 21,2008 and recorded as Instrument No. 20080370209 in the Real
Property Records
And the following parcels:
Pad Site B
BEING a 15.96 acre hact of land situated in the Jacob G. Carlock Survey, Absbact Number 3 12, and in Official City of Dallas
Block number 8461, in the City of Dallas, Dallas County, Texas, and being a part of that tract of land described in
Warranty Deed to Dallas Power & Light Company, as recorded in Volume 4414, Page 82, of the Deed Records of
Dallas County, Texas (D.R.D.C.T.), and being more particularly described as follows:
COMMENCING at ID inch found iron rod with yellow plastic cap stamped "HALFF ASSOC INC." (hereinafter referred to as
"with cap") for the northeast comer of said Dallas Power & Light Company tract in Volume 4414, Page 82, said point
being on the west line of that tract of land described in deed to Dallas Power & Light Company, as recorded in
Volume 4404, Page 32 1, D.R.D.C.T.;
THENCE South 00 degrees 00 minutes 46 seconds West, passing the southeasterly right-of-way line of Belt Line Road (a
variable width right-of-way) at a distance of 132.72 feet, continuing in all a total distance of 663.10 feet to a ID inch fomd
iron rod with cap stamped "RPLS 6013 TX" for the POINT OF BEGINNING;
THENCE South 00 degrees 00 minutes 00 seconds East, a distance of 846.81 feet to a found "X cut for comer;
THENCE South 90 degrees 00 minutes 00 seconds West, a distance of 755.00 feet to a ID inch found iron rod with cap
stamped "RPLS 6013 TX" for comer;
THENCE North 00 degrees 00 minutes 00 seconds West, a distance of226.75 feet to a lD inch set iron rod with cap for comer;
THENCE South 90 degrees 00 minutes 00 seconds West, a distance of 284.70 feet to a ID inch set iron rod with cap for comer;
THENCE North 00 degrees 00 minutes 00 seconds West, a distance of369.22 feet to a lD inch set iron rod with cap for comer;
THENCE North 72 degrees 5 1 minutes 50 seconds East, a distance of 297.92 feet to a ID inch found iron rod with cap stamped
"RPLS 601 3 TX for comer;
THENCE North 77 degrees 48 minutes 48 seconds East, a distance of 772.40 feet to the POINT OF BEGINNING and
CONTAWING 695,398 square feet or 15.96 acres of land, more or less.
The Basis of Bearing of this Survey is NAD 83 (1993) Texas State Plane North Central Zone 4202 as observed by GPS
&om "DALLAS CORS ARP", "COLLIN CORS ARP", "ARLINGTON CORS", "DENTON CORS ARP". Convergence angle at
"DALLAS CORS ARP" is - 03 degrees 01 minutes 49.9 seconds as computed by Corpscon for Windows Version 6.0. All
coordinates shown are surface and may be converted to grid by dividing by the conversion factor of 0.99983043.
North Tract
Purchase and Sale Agreement - North Lake
1505488v.18 EFH100152002
BEING a 83.804 acre tract of land situated in the J.G. Carlock Survey, Abstract No. 3 12 Dallas County, Texas, and
being a portion of two tracts of land described as "Part A, Tract 1" and Part B" in deed to Dallas Power & Light
Company, recorded in Volume 4378, Page 374, of the Deed Records of Dallas County, Texas (D.R.D.C.T.), a
portion of a tract of land described in deed to Dallas Power & Light Company, recorded in Volume 44 14, Page 82,
D.R.D.C.T., a portion of a tract of land described in deed to Dallas Power & Light Company, recorded in Volume
4404, Page 321, D.R.D.C.T., a portion of a tract of land described in deed to Dallas Power & Light Company,
recorded in Volume 4420, Page 549 D.R.D.C.T., and all of a tract of land described in deed to Dallas Power & Light
Company, recorded in Volume 4403, Page 618 D.R.D.C.T. Said 83.804 acre tract being more particularly described
by metes and bounds as follows:
BEGINNING at a 112" iron rod with orange plastic cap stamped "WLS6013TX found (N=7,030,067.46,
E=2,437,726.61) at the southeast comer of a tract of land described as "Tract 2" in deed to CW SHORELINE
LAND LTD., recorded in Document No. 201 100289322 of the Official Public Records of Dallas County, Texas
(O.P.R.D.C.T.), and in the west Right-of-way (R.O.W.) line of South Northlake Road described in deed to County
of Dallas, recorded in Volume 4669, Page 443 D.R.D.C.T. f?om which a 314 inch iron rod found (N=7,031,066.82,
E=2,438,553.41) at the northwest comer of the Grand Estates at Northlake Hills Phase 11, recorded in Volume
2005041, Page 185 of the Plat Records of Dallas County, Texas (P.R.D.C.T.) and at the common northwest comer
of a tract of land described in deed to Dallas Power and Light Company, recorded in Volume 4378, Page 372
D.R.D.C.T. and in the south line of a tract of land described in deed to Crow-Billingsley Belt Line, LTD., recorded
in Volume 86068, Page 5186 O.P.R.D.C.T. bears S 22'27'13" E, a distance of 2164.75 feet, and f?om said 314" iron
rod found, another 314" iron rod found capped "PEWITT" bears S 32'30'57" W, a distance of 0.78 feet;
THENCE: with the west line of said South Northlake Road the following courses and distances;
S 00'39'12" E, a distance of 356.17 feet to a 518 inch iron rod with Aluminum Cap stamped "Frontier
Surveying Company - RPLS 5991" set for comer;
S 44'39'44" W, a distance of 127.14 feet to a 518 inch iron rod with Aluminum Cap stamped "Frontier
Surveying Company - RPLS 5991" set for comer;
S 00'20'16" E, a distance of 60.00 feet to a 518 inch iron rod with Aluminum Cap stamped "Frontier
Surveying Company - RPLS 5991" set at the southwest comer of said South Northlake Road R.O.W.;
THENCE: N 89'38'51" E, with the south line of said South Northlake Road R.O.W., a distance of 129.77 feet to a
112" iron rod with orange plastic cap stamped "WLS6013TX found at the northwest comer of a tract of land
described in deed to CROW-BILLINGSLEY NORTH LAKE HB&T JOINT VENTLTRE, recorded in Volume
90 106, Page 2492 D.R.D.C.T.
THENCE: S 00'34'32" E, with the west line of said CROW-BILLINGSLEY NORTH LAKE HB&T JOINT
VENTURE tract, passing a 112" iron rod with orange plastic cap stamped "WLS6013TX" found at a distance of
663.61 feet and continuing a total distance of 739.35 feet to a 518 inch iron rod with Aluminum Cap stamped
"Frontier Surveying Company - WLS 5991" set for comer;
THENCE: WEST, over and across said Dallas Power and Light Company tract (Vol. 4420, Pg. 549), a distance of
868.99 to a point on the meander line of the easterly shoreline of North Lake established at an elevation of 509.00
feet and at the common northwest comer of a tract of land described as "STORAGE TRACT A" in deed to The City
of Coppell, recorded in Document No. 20080370218 O.P.R.D.C.T., from which a 112" iron rod with orange plastic
cap stamped "RPLS6013TX" found bears N 27'05'25" W, a distance of 85.21 feet;
THENCE: in a westerly direction, along said established 509.00 foot elevation meander line, the following courses
and distances listed as follows for reference purposes only;
N 45'5 1'26" W, a distance of 26.82 feet to a point for comer;
N 71'10'46" W, a distance of 48.60 feet to a point for comer;
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH100152002
S 89'35'20" W, a distance of 1138.02 feet to a point for comer;
S 89'49'54" W, a distance of 297.45 feet to a point for comer;
N 86'32'18" W, a distance of 126.25 feet to a point for comer;
N 79'16'20" W, a distance of 127.38 feet to a point for comer;
N 69'02' 53" W, a distance of 269.56 feet to a point for comer;
THENCE: leaving said meanders, over and across said Dallas Power and Light (Vol. 4414, Pg. 82) the following
courses and distances;
NORTH, a distance of 242.44 feet to a lI2" iron rod with orange plastic cap stamped "RPLS6013TX"
found for comer, from which an aluminum cap set in concrete called Northlake Monument No. 4 (NAD83
North Central Zone N=7,032,397.37, E=2,434,058.96), bears N 78'02' 15" W, a distance of 866.11 feet;
EAST, a distance of 754.87 feet to an "x" cut found for comer;
NORTH, a distance of 846.67 feet to a 112" iron rod with orange plastic cap stamped "RPLS6013TXV
found for comer;
S 77'48'48" W, a distance of 772.27 feet to a 518 inch iron rod with Aluminum Cap stamped "Frontier
Surveying Company - RPLS 5991" set for comer;
NORTH, a distance of 379.00 feet to a 518 inch iron rod with Aluminum Cap stamped "Frontier Surveying
Con~pany - RPLS 5991" set for comer in the south R.O.W. line of East Belt Line Road (a variable width
R.O. W.);
THENCE: N 67'22'19" E, with the south R.O.W. line of said East Belt Line Road, a distance of 924.30 feet to a
point at the west comer of a tract of land described in deed to UNIVERSITY BUSINESS PARK PHASE 11,
recorded in Volume 94055, Page 3 162 D.R.D.C.T, and at the beginning of a curve to the right having a radius of
1330.00 feet, a delta of 08'55'38", a chord bearing of N 71'46'39" E, and a chord length of207.02 feet;
THENCE: leaving the south R.O.W. line of said East Belt Line Road with said curve to the right and with the south
line of said UNIVERSITY BUSINESS PARK PHASE 11, passing a 112" iron rod with orange plastic cap stamped
"RPLS6013TX found at an arc length of 1.62 feet and continuing a total arc length of 207.23 feet to a 112" iron rod
with orange plastic cap stamped "RPLS6013TXn found at the northwest comer of a tract of land described as "Tract
1" in deed to CW SHORELINE LAND LTD., recorded in Document No. 201 100289322 O.P.R.D.C.T.;
THENCE: leaving the south line of said UNIVERSITY BUSINESS PARK PHASE I1 with the west line of said
"Tract 1" the following courses and distances:
S 10'37'34'' E, a distance of 144.20 feet to a 112" iron rod with orange plastic cap stamped
"RPLS6013TXn found for comer;
S 07'57'53" E, a distance of 246.27 feet to a 112" iron rod with orange plastic cap stamped
"RPLS6013TXn found at the southwest comer of said "Tract 1";
THENCE: N 77'48'49" E, with the south line of said "Tract l", a distance of 1000.02 feet to a 518 inch iron rod
with Aluminum Cap stamped "Frontier Surveying Company - RPLS 5991" set for the southeast comer of said
"TRACT 1" and rejoining the south line of said UNIVERSITY BUSINESS PARK PHASE I1 at the beginning of a
non-tangent curve to the left having a radius of 2120.00 feet, a delta of 07'07'46", a chord bearing of S 62'02'09"
E, and a chord length of 263.63 feet;
Purchase and Sale Agreement -North Lake
1505488~. 18 EFH100/52002
THENCE: with said curve to the left an arc length of 263.80 feet to a 112" iron rod with orange plastic cap stamped
"RPLS6013TX" found at the angle point in the north line of said "TRACT 2" (CW SHORELINE LAND LTD.,);
THENCE S 77'48'48" W, leaving the south line of said UNIVERSITY BUSINESS PARK PHASE 11, with the
north line of said "TRACT 2", a distance of 549.80 feet to a 112" iron rod with orange plastic cap stamped
"RPLS6013TX found at the northwest corner of said "TRACT 2";
THENCE: SOUTH, with the west line of said "TRACT 2", a distance of 219.19 feet to a 112" iron rod with orange
plastic cap stamped "RPLS6013TX" found at the southwest comer of said "TRACT 2";
THENCE: EAST, with the south line of said "TRACT 2", a distance of 1036.92 feet to the POmT OF
BEGNING and containing 83.804 acres of land more or less.
Purchase and Sale Agreement - North Lake
1505488v.18 EFH100/52002
EXHIBIT D
SPECIAL WARRANTY DEED AND RIGHT OF FIRST REFUSAL AGREEMENT
After Recording, Return To:
Chicago Title Insurance Company
2828 Routh, Suite 800
Dallas, TX 75201
Attn: Joycelyn Armstrong
SPECIAL WARRANTY DEED AND RIGHT OF FIRST REFUSAL AGREEMENT
STATE OF TEXAS 4
4
COUNTY OF DALLAS 4
KNOW ALL MEN BY THESE PRESENTS:
LUMINANT GENERATION COMPANY LLC, a Texas limited liability company ("Grantor"), for and
in consideration of the sum of $10.00 and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, has GRANTED, BARGAINED, SOLD, and CONVEYED and by these presents
does GRANT, BARGAIN, SELL, and CONVEY unto THE CITY OF COPPELL, TEXAS, a political subdivision
of the State of Texas ("Grantee") the following property (collectively, the "Propertv").
A. The tract or parcel of land in Dallas County, Texas, described in Exhibits A-1; & and A-3 hereto
(the ''W'), together with (a) all improvements located thereon, but expressly excluding improvements and
structures owned by any tenant or any other third party, (b) all right, title, and interest of Grantor, if any, in and to
the rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances thereon or in any way
appertaining thereto, and (c) all right, title, and interest of Grantor, if any, in and to all strips and gores and any land
lying in the bed of any street, road or alley, open or proposed, adjoining such tract or parcel of land;
B. Without warranty, all of Grantor's right, title and interest, if any, in and to the existing water
delivery pipeline and related improvements and fixtures running between the water intake structure on the Trinity
River located on the Pump Station Property identified on Exhibit A-2 hereto and the water outtake structure located
on the Dam Property identified on Exhibit A-1 hereto (the "Water Delivery Pipeline");
C. Without warranty, all of Grantor's right, title and interest, if any, in and to any existing water
delivery pipeline easements in which the Water Delivery Pipeline is located (collectively, the "Existing Water
Delivery Easements "); and
D. A perpetual and non-exclusive easement in, on, under and across the property shown on Exhibit C
hereto (the "Plant Property") 30 feet in width (15 feet on each side of the centerline of the portion of the Existing
Water Delivery Pipeline), including the right to construct, maintain, repair and replace the Plant Site Water Delivery
Pipeline (the "Plant Site Water Delivery Easement").
E. Subject to the terms and conditions set forth herein, a perpetual and non-exclusive easement in, on
under and across the corridor shown on Exhibit D hereto (the "Easement Area") solely for the following purposes
(the "Access Easement"): (A) ingress and egress to the Land for purposes of repairing, modifying, inspecting and
maintaining the dam and spillway and related structures on or adjacent to the Land (the "Dam Facilities") and (B)
constructing, installing, maintaining, and replacing gravel or caliche roads necessary to permit Grantee to repair,
modify, inspect and maintain the Dam Facilities (the "Permitted Use").
Grantee may at any time, at Grantee's sole cost and expense, obtain an on-the-ground survey or plat of the
Plant Site Water Delivery Easement or any portion thereof in form reasonably acceptable to Grantor, for the purpose
Purchase and Sale Agreement - North Lake
1505488v.18 EFH100152002
of specifying the boundaries of the Plant Site Water Delivery Easement (or portion thereof, as applicable) and for
the purpose of identifying any features located within the Plant Site Water Delivery Easement and to locate any
below ground features and utilities (each, an "Easement Survey"). Grantor shall reasonably cooperate with Grantee
if and when Grantee elects to obtain any Easement Survey, and Grantor and Grantee shall thereafter enter into one
or more recordable modifications to this Deed, in form and substance reasonably acceptable to both parties, to
reflect the Easement Survey.
The Access Easement shall only be used for the Permitted Use and shall not be used by the general public
or for any recreational purpose. Grantee shall maintain any roads constructed by Grantee on the Easement Area,
which shall include periodic grading or blading and replacement of surface material where necessary and shall repair
any damage to any roads constructed by Grantor on the Easement Area. Grantee's use of the Access Easement shall
not interfere with Grantor's use of the Easement Area and areas adjacent to or in the proximity of the Easement Area
("Adiacent Property"). Grantee shall avoid causing any damage to the Easement Area or any Adjacent Property,
or any improvements thereon. Grantee shall be solely responsible for providing for the safety of its representatives
and agents and all other persons using the Access Easement at the request or direction of Grantee (each, "Grantee m'). Grantor reserves the right to relocate, at Grantee's sole cost and expense, the Easement Area to another
location that provides access to the Dam Facilities, such relocation to be conclusively established by recordation by
Grantor of an instrument in the real property records of Dallas, County, Texas showing the relocated Easement
Area. Grantor reserves the right to limit access to the Easement Area through construction of a gate or other means
of access control so long as Grantee is provided a reasonable means to access the Easement Area. Grantee shall not
access the Easement Area unless Grantee has in effect the following insurance coverage: comprehensive commercial
general liability insurance (including property damage, bodily injury and personal injury coverage) in amounts of
$1,000,000 per occurrence in primary coverage, with an additional $5,000,000 in umbrella coverage insuring
Grantee, Grantor and Grantors agents, representatives and affiliates (and naming Grantor as additional insured),
against all liability for injury to or death of a person or persons or damage to property and contractual liability
insurance sufficient to cover Grantee's indemnity obligations hereunder if not already included in Grantee's
commercial general liability insurance policy; commercial auto liability insurance covering automobiles owned,
hired or used by Grantee with limits not less than $1,000,000 combined single limit for each accident; worker's
compensation insurance required by applicable law or employer's liability insurance with limits of at least
$1,000,000 and such other coverage as Grantor may from time to time reasonably require. Grantee's insurance shall
provide primary coverage to Grantor when any policy issued to Grantor provides duplicate or similar coverage, and
in such circumstance Grantor's policy will be excess over Grantee's policy. Grantee shall furnish certificates of
such insurance and such other evidence satisfactory to Grantor of the maintenance of all insurance coverages
required hereunder, and Grantee shall use reasonable efforts to obtain a written obligation on the part of each
insurance company to notify Grantor at least 30 days before cancellation or a material change of any such insurance.
All such insurance policies shall be in form, and issued by companies, reasonably satisfactorily to Grantor. To the
extent permitted by applicable law, Grantee shall defend, indemnify and hold harmless Grantor and its
representatives, agents and affiliates fiom and against all claims, demands, liabilities, causes of action, suits,
judgments, and expenses (including attorneys' fees) for any injury to or death of any person or persons or to damage
to or theft, destruction, loss, or loss of use of any property or inconvenience (a "m') arising fiom any act or
omission by a Grantee Party on the Easement Area or the Adjacent Property or fiom Grantee's failure to perform its
obligations hereunder, even if caused or alleged to be caused by the joint, comparative, or concurrent
negligence or fault of Grantor or its representatives, agents or affiliates, and even though any such claims,
cause of action, or suit is based upon or alleged to be based upon the strict liability of Grantor or its
representatives, agents or affiliates (other than a Loss arising from the sole or gross negligence of Grantor or
its representatives, agents or affiliates). This indemnity provision is intended to indemnify Grantor and its
representatives, agents and affiliates against the consequences of their own negligence or fault as provided
above when Grantor or its representatives, agents or affiliates are jointly, comparatively, or concurrently
negligent with Grantee. Grantee's obligation to indemnify Grantor shall be payable solely fiom any of Grantor's
unrestricted funds legally available therefor, including, without limitation, its water and sewer revenues. If Grantee
fails to perform any obligation concerning the Access Easement or its use thereof, Grantor shall have the right, but
not the obligation, to restrict Grantee's access to the Easement Area or to perform the obligation and be reimbursed
for the reasonable cost of that performance by Grantee within ten days after receipt of a statement therefor along
with any documentation substantiating the costs incurred by Grantor reasonably requested by Grantee. Thereafter,
interest shall accrue upon any unpaid amounts at a rate equal to the lesser of 1) eighteen percent (1 8%) per annum or
2) the maximum rate permitted by law.
Purchase and Sale Agreement - North Lake
1505488v.18 EFI-I100152002
This Special Warranty Deed and the conveyance hereinabove set forth is executed by Grantor and accepted
by Grantee subject to all easements, restrictions, reservations and covenants now of record and further subject to all
matters that a current, accurate survey of the Property would show, together with the matters described in Exhibit B
hereto and incorporated herein by this reference, to the extent the same are validly existing and applicable to the
Property (hereinafter referred to collectively as the "Permitted Exceptions").
Grantee acknowledges that Grantee has independently and personally inspected the Property. The Property
is hereby conveyed to and accepted by Grantee in its present condition, "AS IS, WITH ALL FAULTS, AND
WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED." Notwithstanding anything
contained herein to the contrary, it is understood and agreed that Grantor and Grantor's agents or employees have
never made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of
any kind or character, express or implied, oral or written, with respect to the Property, including, but not limited to,
warranties, representations or guaranties as to (1) matters of title (other than Grantor's warranty of title set forth
herein), (2) environmental matters relating to the Property or any portion thereof, including, without limitation, the
presence of Hazardous Materials (as defined in the purchase and sale agreement, the "Sale Apreement" between
Grantor and Grantee) in, on, under or in the vicinity of the Property, (3) geological conditions, including, without
limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the
withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (4) whether, and to
the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of
water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (5) drainage, (6) soil conditions,
including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to
landslides, or the sufficiency of any undershoring, (7) the presence of endangered species or any environmentally
sensitive or protected areas, (8) zoning or building entitlements to which the Property or any portion thereof may be
subject, (9) the availability of any utilities to the Property or any portion thereof including, without limitation, water,
sewage, gas and electric, (10) usages of adjoining property, (1 1) access to the Property or any portion thereof,
(12) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description,
suitability, structural integrity, operation, title to, or physical or financial condition of the Property or any portion
thereof, or any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the
Property or any part thereof, (13) the condition or use of the Property or compliance of the Property with any or all
federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other
similar laws, (14) the existence or non-existence of underground storage tanks, surface impoundments, or landfills,
(15) any other matter affecting the stability and integrity of the Property, (16) the potential for further development
of the Property, (17) the merchantability of the Property or fitness of the Property for any particular purpose,
(18) the truth, accuracy or completeness of the Property Documents, (19) tax consequences, or (20) any other matter
or thing with respect to the Property. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE SALE
AGREEMENT, GRANTOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO
GRANTEE, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE
PROPERTY, OR ITS SUITABILITY FOR ANY PARTICULAR PURPOSE OR OF
MERCHANTABILITY. GRANTEE IS RELYING ON ITS INVESTIGATIONS OF THE PROPERTY IN
DETERMINING WHETHER TO ACQUIRE IT. THE PROVISIONS OF THIS PARAGRAPH ARE A
MATERIAL PART OF THE CONSIDERATION FOR GRANTOR EXECUTING THIS SPECIAL
WARRANTY DEED, AND SHALL SURVIVE CLOSJNG.
Grantee hereby FOREVER RELEASES AND DISCHARGES Grantor, its partners, shareholders,
members, managers, owners, officers, directors, agents, employees, controlling persons and affiliates and all of their
respective predecessors-in-interest from all responsibility and liability relating to the physical, environmental or
legal compliance status of the Property, whether arising before or after the date hereof, and liabilities under the
Comprehensive Environmental Response, Compensation and Liability Act Of 1980 (42 U.S.C. Sections 9601 et
seq.), as amended ("CERCLA"), regarding the condition, valuation, salability or utility of the Property, or its
suitability for any purpose whatsoever (including, but not limited to, with respect to the presence in the soil, air,
structures and surface and subsurface waters, of Hazardous Materials or other materials or substances that have been
or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to
be specially treated, handled and/or removed from the Property under current or future federal, state and local laws,
regulations or guidelines, and any structural and geologic conditions, subsurface soil and water conditions and solid
and hazardous waste and Hazardous Materials on, under, adjacent to or otherwise affecting the Property). Grantee
further hereby WAIVES any and all objections and complaints (including, but not limited to, federal, state and local
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH100152002
statutory and common law based actions, and any private right of action under any federal, state or local laws,
regulations or guidelines to which the Property is or may be subject, including, but not limited to, CERCLA
concerning the physical characteristics and any existing conditions of the Property, whether arising before or after
the date hereof. Grantee further hereby assumes the risk of changes in applicable laws and regulations relating to
past, present and future environmental conditions on the Property and the risk that adverse physical characteristics
and conditions, including, without limitation, the presence of Hazardous Materials or other contaminants, may not
have been revealed by its investigation. For purposes hereof, "Hazardous Materials" means "Hazardous Material,"
"Hazardous Substance," "Pollutant or Contaminant," and "Petroleum" and "Natural Gas Liquids," as those terms are
defined or used in Section 101 of CERCLA, and any other substances regulated because of their effect or potential
effect on public health and the environment, including, without limitation, PCBs, lead paint, asbestos, urea
formaldehyde, radioactive materials, putrescible materials, and infectious materials.
Grantor hereby reserves and excludes from the conveyance hereunder for the benefit of Grantor and
Grantor's successors and assigns forever all of the underground water and all oil, gas and other minerals in, on,
under and that may be produced from the Property including the right to pool or unitize the Property or portions
thereof with other lands for the purpose of exploration, production and development of underground water, oil, gas
and other minerals; provided, however, Grantor, with respect to its right, title and interest in the underground water
and oil, gas, and other minerals that are in, under and that may be produced from the Property (Grantor's right, title
and interest in the underground water and oil, gas, and other minerals that are in, under and that may be produced
from the Property being referred to herein as the "Severed Interests"), hereby waives, releases and relinquishes the
right to enter upon or use the surface of the Property or any portion of the surface estate for any purpose including,
without limitation, for the purpose of mining, drilling, exploring, producing, storing, processing, removing,
transporting, marketing or developing the Severed Interests or the water or hydrocarbons produced therefrom (herein
referred to as "Surface Operations"). Notwithstanding anything herein to the contrary, the foregoing shall not be
construed as waiving, releasing or relinquishing in any way any of the Severed Interests or Grantor's rights to use,
explore for, develop and produce the Severed Interests, by pooling, or by wells drilled and other subsurface
operations in and under the Property (including, without limitation, directional or horizontal drilling techniques,
fracturing and other completion operations) originating from surface locations not on the Property; provided,
however, that the well bore for any underground water or oil or gas well that enters the subsurface of the Property
shall be at a depth of at least 3,000 feet below the surface of the Property.
Grantor hereby grants to Grantee a right of first refusal to purchase all of Grantor's right, title and interest
in and to the Grantor Restricted Property shown on Exhibit E hereto (the "ROFR Property") or any portion which
Grantor determines to sell, on the terms and conditions set forth herein. If Grantor receives a Purchase Offer (as
defined below) that Grantor wishes to accept, Grantor shall deliver written notice thereof to Grantee (a "Transfer
Notice"), containing all of the material terms of the Purchase Offer. The Transfer Notice shall set forth the terms and
conditions of the Purchase Offer and shall state that Grantor offers to sell to Grantee the portion of the ROFR
Property included in the Purchase Offer (the "Affected Prop-"), on such terms and conditions. Within 15 days
following Grantor's delivery to Grantee of the Transfer Notice (the "Acceptance Period"), Grantee, at its option by
written notice to Grantor, may elect to purchase the Affected Property, on the same terms and conditions contained
in the Transfer Notice. If Grantor does not receive Grantee's written notice of such election before the expiration of
the Acceptance Period, Grantee's rights under this Section shall terminate with respect to the Affected Property and
Grantor shall have the right to close the sale of the Affected Property ti-ee and clear of Grantee's right of first refusal
on the terms and conditions of the Purchase Offer (with minor amendments, if any, not effecting a material
improvement in the purchaser's purchase rights, it being agreed and acknowledged that a decrease in the purchase
price not in excess of 10% shall not constitute a material improvement in purchaser's purchase right) within 270
days (the "Sale Period") after the date of the Transfer Notice free of Grantee's right of first refusal. If Grantor's
sale of the Affected Property is not closed on such terms (as such terms may be amended pursuant to the preceding
sentence) within the Sale Period, Grantee's right of first refusal shall apply once again on the terms of this paragraph
to the sale of all or any portion of the ROFR Property. Notwithstanding anything herein to the contrary, Grantee's
rights under this paragraph shall not apply to (a) any conveyance, transfer or assignment of the ROFR Property, or
any part thereof, to any Related Party of Grantor or to Oncor Electric Delivery Company LLC ("Oncor") or a
Related Party of Oncor or to a purchaser or owner of any portion of the "Mineral Estate" described in that certain
Surface Use Agreement of even date herewith among Grantor, Grantee and others (the "Surface Use Apreement"),
(b) any transaction in which all or a portion of the ROFR Property is being sold with other property, (c) the granting
of any liens or security interest pursuant to a deed of trust, mortgage or other encumbrance of the ROFR Property, or
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH100/52002
any part thereof, to secure the repayment of any loans or credit provided or extended to Grantor or any of Grantor's
Related Parties or Successors, or (d) any sale of the ROFR Property, or any part thereof, upon foreclosure under a
deed of trust or mortgage (or conveyance in lieu thereof); however, the grantee, transferee or purchase of the ROFR
Property, or any part thereof, under the transaction described in the preceding clause (a) only shall acquire the
ROFR Property or party thereof subject to Grantee's rights under this paragraph. Grantee acknowledges and agrees
that if Grantor sells the Affected Property to Grantee pursuant to this paragraph, Grantee shall accept the Affected
Property "AS IS, WHERE IS, WITH ALL FAULTS." Grantee has not relied and will not rely on, and Grantor has
not made and is not liable for or bound by, any express or implied warranties, guarantees, statements,
representations or information pertaining to the Affected Property or relating thereto made or furnished by Grantor
or any real estate broker, agent or third party representing or purporting to represent Grantor, to whomever made or
given, directly or indirectly, orally or in writing. Grantee represents it is a knowledgeable, experienced and
sophisticated purchaser of real estate and it is relying solely on its own expertise and that of Grantee's consultants in
purchasing the Affected Property and shall make an independent verification of the accuracy of any docun~ents and
information provided by Grantor. Grantee will conduct such inspections and investigations of the Affected Property
as it deems necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely
upon same. Grantee acknowledges Grantor has afforded Grantee a full opportunity to conduct such investigations of
the Affected Property as Grantee deemed necessary to satisfy itself as to the condition of the Affected Property and
the existence or non-existence of curative action to be taken with respect to any Hazardous Materials on or
discharged from the Affected Property, and will rely solely upon same and not upon any information provided by or
on behalf of Grantor or its agents or employees with respect thereto. Upon closing of the sale of the Affected
Property, Grantee shall assume the risk that adverse matters, including, but not limited to, adverse physical or
construction defects or adverse environmental, health or safety conditions may not have been revealed by its
inspections and investigations. Grantee's rights under this paragraph shall automatically terminate if Grantee fails to
enter into a purchase and sale agreement in Grantor's standard form with such modifications thereof as are reflected
in the Purchase Offer or as Grantor and Grantee may agree prior to the expiration of such ten business day period
following written notification by Grantee to purchase the Affected Property (the "ROFR Contract"), incorporating
the terms and conditions set forth in the Transfer Notice, (a) if Grantee breaches the Surface Use Agreement and
Grantee has not cured such breach within five days following notice of such breach from Grantor to Grantee, or (b)
if Grantee's rights under this paragraph have not previously terminated, the date on which Grantee terminates its
obligation to purchase the Affected Property under the ROFR Contract, to the extent Grantee has such termination
right, for any reason other than Grantor's failure to convey the Affected Property to Grantee at the closing
thereunder. Time shall be of the essence with respect to the exercise and performance of Grantor's and Grantee's
rights and obligations hereunder. Unless earlier terminated as provided herein, the rights herein granted shall be in
full force and effect for a term of twenty-five (25) years, after which time the rights granted in the paragraph shall
terminate and be of no further force and effect. Upon the termination of Grantee's rights under this paragraph as to
the ROFR Property or the Affected Property, as applicable, and within ten business days following Grantor's written
request therefor, Grantee shall execute such instruments or other documents further evidencing such termination. If
Grantor fails to execute such instruments or other documents evidencing such termination, Grantor shall have the
right to record in the real property records of Dallas County, Texas an affidavit stating that the rights granted
pursuant to this paragraph have terminated, following which recording, the ROFR Property shall no longer be
encumbered by this paragraph, but Grantor shall remain liable to Grantee for any wrongfbl filing of such affidavit.
Grantor and Grantee each warrant and represent to the other that it has not dealt with any broker or agent in
connection with the negotiation or execution of this paragraph. Additionally, Grantor shall not be obligated to pay a
commission with respect to the Affected Property if Grantee elects to purchase the Affected Property pursuant to
this paragraph and Grantee's rights under this paragraph shall immediately terminate if any broker or agent claims
any right to a commission in connection with the sale of the Affected Property. As used in this paragraph,
"Purchase Offer" shall mean a bona fide, written offer by an unrelated third-party (a "Third-Party") to purchase
from Grantor all of Grantor's right, title and interest in and to the ROFR Property that does not include other
property; "Related Parties and Successors" shall mean, with respect to a party, such party's parents, affiliates,
assignees, associated companies, and the predecessor and successor entities for each and every one of those entities
(each, a "Related Party").
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE
CONVEYANCE OF THE WATER DELIVERY PIPELINE AND EXISTING WATER DELIVERY
EASEMENTS PURSUANT TO THIS DEED IS MADE BY GRANTOR, AND GRANTEE HAS ACCEPTED
THE CONVEYANCE OF THE WATER DELIVERY PIPELINE AND EXISTING WATER DELIVERY
Purchase and Sale Agreement - North Lake
1505488v.18 EFH100152002
EASEMENTS, WITHOUT ANY RECOURSE, REPRESENTATION, COVENANT, OR WARRANTY OF
TITLE, EXPRESS OR IMPLIED, AND GRANTOR SPECIFICALLY EXCLUDES, NEGATES AND
DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED,
ARJSING BY COMMON LAW, PURSUANT TO SECTION 5.023 OF THE TEXAS PROPERTY CODE
OR OTHERWISE, REGARDING TITLE TO THE WATER DELIVERY PIPELINE AND EXISTING
WATER DELIVERY EASEMENTS. WITHOUT LIMITING THE FOREGOING, ANY COVENANT OR
WARRANTY OF TITLE IMPLIED BY STATUTE OR LAW BY THE USE HEREIN OF THE WORDS
"GRANT" OR "CONVEY" OR OTHER SIMILAR WORDS ARE HEREBY EXPRESSLY DISCLAIMED,
WAIVED AND NEGATED WITH RESPECT TO THE WATER DELIVERY PIPELINE AND EXISTING
WATER DELIVERY EASEMENTS. THIS CONVEYANCE IS MADE WITH FULL SUBSTITUTION
AND SUBROGATION OF GRANTEE, AND ITS SUCCESSORS AND ASSIGNS, IN, TO AND UNDER
ALL COVENANTS AND WARRANTIES BY OTHERS (NOT AFFILIATED WITH GRANTOR)
HERETOFORE GIVEN OR MADE IN RESPECT OF THE TITLE TO THE WATER DELIVERY
PIPELINE AND EXISTING WATER DELIVERY EASEMENTS, ANY PART THEREOF, OR ANY
INTEREST THEREIN.
TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances
thereunto in anywise belonging, unto Grantee, its successors and assigns forever, and Grantor does hereby bind
itself, its successors and assigns, to WARRANT AND FOREVER DEFEND all and singular the title to the Property
unto the said 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 but not otherwise, subject to the Permitted Exceptions.
Grantee's address is:
EXECUTED as of ,20-.
LUMINANT GENERATION COMPANY LLC, a Texas
limited liability company
By:
Name:
Title:
STATE OF TEXAS 4
4
COUNTY OF DALLAS 4
This instrument was acknowledged before me on , 20-, by
, of LUMINANT GENERATION COMPANY LLC,
a Texas limited liability company, on behalf of said limited liability company.
Notary Public, State of Texas
Purchase and Sale Agreement - North Lake
1505488v.18 EFH100/52002
Agreed and acknowledged on ,20-.
THE CITY OF COPPELL, TEXAS
By:
Name:
Title:
THE STATE OF TEXAS
9
COUNTY OF DALLAS 5
The foregoing instrument was acknowledged before me on , 20-, by
Y -- of the City of Coppell, a political subdivision of the State of Texas, on
behalf of the City of Coppell.
Notary Public, State of Texas
Printed Name:
My commission expires:
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH 100/52002
Exhibit A
Description of the Property
Purchase and Sale Agreement - North Lake
1505488v.17 EFH100152002
EXHIBIT A-1
DAM PROPERTY
Tract 1
BEING a 39.638 acre tract of land situated in the G. Hendricks Survey, Abstract No. 630, the J.G. Carlock Survey,
Abstract No. 3 12 and the Francis Jones Survey, Abstract No. 674 in Dallas County, Texas, and being a portion of a
tract of land described in deed to Dallas Power & Light Company, recorded in Volume 4378, Page 372, of the Deed
Records of Dallas County, Texas (D.R.D.C.T.), and a portion of a tract of land described in deed to Dallas Power &
Light Company, recorded in Volume 4420, Page 549 D.R.D.C.T. Said 39.638 acre tract being more particularly
described by metes and bounds as follows:
BEGWNING at a 314 inch iron rod found (N=7,031,066.82, E=2,438,553.41) at the northwest comer of the Grand
Estates at Northlake Hills Phase 11, recorded in Volume 2005041, Page 185 of the Plat Records of Dallas County,
Texas (P.R.D.C.T.) and in the south line of a tract of land described in deed to Crow-Billingsley Belt Line, LTD.,
recorded in Volume 86068, Page 5 186 of the Official Public Records of Dallas County, Texas (O.P.R.D.C.T.) from
which a 314" iron rod found capped "PEWITT" bears S 32'30'57" W, a distance of 0.78 feet;
THENCE: S 00" 22' 55" E, with the West line of said Grand Estates at Northlake Hills Phase 11, a distance of
1102.51 feet to a 518 inch iron rod with Aluminum Cap stamped "'Frontier Surveying Company - RPLS 5991" set
for the southeast comer of this tract and the northeast comer of a tract of land described as "East Tract IB" in deed to
the City of Coppell, recorded in Document No. 200803702 18 O.P.R.D.C.T.;
THENCE: WEST, with the north line of said City of Coppell tract, a distance of 734.96 feet to a point on the
meander line of the easterly shoreline of North Lake established at an elevation of 509.00 feet and the common
northwest comer of said City of Coppell tract;
THENCE: in a northerly direction, along said established 509.00 foot elevation meander line, the following courses
and distances listed as follows for reference purposes only;
N 26'13'37" W, a distance of 1853.70 feet to a point for comer;
N 75'06'50" W, a distance of 32.32 feet to a point for comer;
N 20'52'39" E, a distance of 46.22 feet to a point for comer;
S 77'50'52'' W. a distance of 61.00 feet to a point for comer;
N 22'55'50'' W, a distance of 39.04 feet to a point for comer;
N 53'58'22" E, a distance of 3 1.3 1 feet to a point for comer;
N 16'22'22" E a distance of 24.5 1 feet to a point for comer;
N 26'38'33" W, a distance of 87.99 feet to a point for comer;
THENCE: EAST over and across said Dallas Power & Light Company, tract, a distance of 868.99 feet to a 518 inch
iron rod with Aluminum Cap stamped "Frontier Surveying Company - RPLS 5991" set in the west line of a tract of
land described as "Tract 4", in deed to Crow-Billingsley North Lake HB&T Joint Venture, recorded in Volume
901 06, Page 2492 D.R.D.C.T. from which a 112 inch iron rod found capped "RPLS60 13TX" bears N 00'34'0 1" W, a
distance of 75.72 feet;
THENCE: S 00'34'01" E. with the West line of said Crow-Billingsley North Lake HB&T Joint Venture Tract and
the west line of a tract of land described in deed to Trammel Crow Company No. 43 Et al, recorded in Document
Purchase and Sale Agreement - North Lake
1505488v.18 EFH100/52002
No. 20070001 189 O.P.R.D.C.T., and passing a chain link fence comer post at the south comer of said Crow-
Billingsley North Lake HB&T Joint Venture Tract and the common northwest corner of said Trammel Crow
Company No. 43 Et a1 tract at a distance of 69.38 feet and continuing with the west line of said Trammel Crow
Company No. 43 Et a1 tract, a total distance of 169.15 feet to a 518 inch iron rod with Aluminum Cap stamped
"Frontier Surveying Company - RPLS 5991" set for comer from which a chain link fence post found bears N 83"
16'45" W, a distance of 2.93 feet;
THENCE: S 30" 26' 32" E, continuing with the West line of said Trammel Crow Company No. 43 Et a1 tract, a
distance of 678.19 feet to a 518 inch iron rod with Aluminum Cap stamped "Frontier Surveying Company - RPLS
5991" set at the southwest comer of said Trammel Crow Company No. 43 Et a1 tract from which a chain link fence
post bears S 39'51'52" E, a distance of 1.33 feet;
THENCE: S 89" 46' 16" E, with the south line of said Trammel Crow Company No. 43 Et a1 tract and the south line
of said Crow-Billingsley Belt Line, LTD. tract, passing a 318 inch iron rod found at the southeast comer of said
Trammel Crow Company No. 43 Et a1 tract and the common southwest comer of said Crow-Billingsley Belt Line,
LTD. tract at a distance of 201.3 1 feet, and continuing with the south line of said Crow-Billingsley Belt Line, LTD.
tract a total distance of 429.36 feet to the POlNT OF BEGlNNlNG and containing 39.638 acres of land more or less.
Tract 2
BEING a 16.014 acre tract of land situated in the Francis Jones Survey, Abstract No. 674, in Dallas County, Texas,
and being a portion of a called 490.6 acre tract of land described in deed to Dallas Power & Light Company,
recorded in Volume 4378, Page 372, of the Deed Records of Dallas County, Texas (D.R.D.C.T.) and being more
particularly described by metes and bounds as follows:
BEGINNING at a 518 inch iron rod with aluminum cap stamped "FRONTIER SURVEYING COMPANY - RPLS
5991" set (N = 7,028,735.94, E = 2,438,568.69) at the southwest comer of a tract of land described as "EAST
TRACT lB" in deed to the City of Coppell, recorded in Document No. 200803702 18 Official Public Records Dallas
County, Texas (O.P.R.D.C.T.) and in the west line of the Final Plat of The Hollows of Valley Ranch Section Four,
recorded in Volume 95012, Page 6285 of the Plat Records of Dallas County, Texas (P.R.D.C.T.) from which a 314
inch iron rod found at the northwest comer of the Final Plat of Grand Estates At Northlake Hills Phase 11, recorded
in Volume 2005041, Page 185, P.R.D.C.T. bears N 00'22'32" W, a distance of 2330.92 feet;
THENCE: S 00'21' 19" E, with the west line of said Hollows of Valley Ranch Section Four and the west line of The
Final Plat of the Hollows of Valley Ranch, Amended, Section Two, Recorded in Volume 94067, Page 7887,
P.R.D.C.T., a distance of 947.44 feet to a point at the southwest comer of said Hollows of Valley Ranch, Amended,
Section Two and the common northwest comer of The Amended Final Plat of Valley Ranch, Phase IV, 6"
Installment, recorded in Volume 94197, Page 2086, P.R.D.C.T. from which a 112 inch iron rod found bears N
45'52'59" E, a distance of 1 .OO foot;
THENCE: S 00" 21' 7" E, with the West line of said Valley Ranch Phase IV-6" Installment, a distance of 256.81
feet to a 112 inch iron rod found at the northeast comer of a tract of land conveyed to C W Shoreline Land, LTD.,
recorded in Document No. 201200024638 of the Official Public Records of Dallas County, Texas (O.P.R.D.C.T.):
THENCE: West, with the North line of said C W Shoreline Land, LTD. tract, a distance of 384.77 feet to a point on
the meander line of the easterly shoreline of North Lake established at an elevation of 509.00 feet;
THENCE: in a northerly direction, along said established 509.00 foot elevation meander line, the following courses
and distances for listed for reference purposes only;
N 08" 40' 03" W, a distance of 26.24 feet to a point for comer;
N 46" 36' 01" W, a distance of 203.92 feet to a point for comer;
N 35" 50' 06" W, a distance of 164.27 feet to a point for comer;
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH100152002
N 17" 52' 45" W, a distance of 169.59 feet to a point for comer;
N 0 lo 14' 05" W. a distance of 183.97 feet to a point for comer;
N 20" 00' 12" E, a distance of 166.36 feet to a point for comer;
N 27" 09' 58" E, a distance of 453.36 feet to a point at the southwest comer of said City of Coppell
tract;
THENCE: East, with the South line of said City of Coppell tract, a distance of 417.73 feet to the POINT OF
BEGINNING and containing 16.014 acres of land more or less.
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH100152002
EXHIBIT A-2
PUMP S'TATION I'ROPER'TY
That certain tract of land lying and situated in Dallas County, Texas, being a part of that certain 11.62 acre tract of
land in the W. Perry Survey, Abstract No. 1152 conveyed to the City of Dallas by A.G. Kirksey, et ux, by a deed of
record in Volume 540, Page 21, Deed Records of Dallas County, Texas, and more particularly described by metes
and bounds as follows:
BEGINNING at a point in the most westerly line of the said 11.62 acre tract, 89.0 feet N 0" 03' W of the extreme
southwest comer thereof located in the old Dallas-Denton Road;
THENCE N 0'03' W along the most westerly line of the said 11.62 acre tract, a distance of 1 1 1.0 feet to an iron pin
set in concrete;
THENCE N 46" 57' E, continuing with the boundary line of the said 11.62 acre tract, a distance of 290.0 feet to a
point for comer;
THENCE S 43" 03' E, 40.7 feet to a point on the west bank of the Elm Fork of the Trinity River;
THENCE S 14" 15' E, 64.0 feet to a point for comer;
THENCE S 37" 05' W, 30.0 feet to a point for comer;
THENCE S 88" 25' W, 64.0 feet to a point on the west bank of the Elm Fork of the Trinity River;
THENCE S 37" 05' W along the west bank of the Elm Fork of the Trinity River, a distance of 30.0 feet to a point for
comer;
THENCE N 52" 55' W, a distance of 35.0 feet to a point for comer;
THENCE S 46" 57' W, a distance of 83.3 feet to a point for comer;
THENCE S 37" 56' W, a distance of 54.9 feet to a point for comer;
THENCE S 22" 50' W, a distance of 54.5 feet to a point for comer;
THENCE S 16" 46' W, a distance of 40.0 feet to the place of beginning; and containing 0.397 acre of land.
Purchase and Sale Agreement - North Lake
1505488v.18 EFH100/52002
EXHIBIT A-3
PAD SITE PROPERTY
BEING a 2.741 acre tract of land situated in the Francis Jones Survey, Abstract Number 674, and in Official
City of Dallas Block Number 8470, in the City of Dallas, Dallas County, Texas, and being a part of that tract
of land described in deed to Dallas Power & Light Company, as recorded in Voluine 4378, Page 372, of the
Deed Records of Dallas County, Texas (D.R.D.C.T.), and being more particularly described as follows:
COMMENCING at a 518 inch found iron rod for the coininon north corner of said Dallas Power & Light
Company tract and Grand Estates at Northlake Hills Phase 11, an addition to the City of Irving, Dallas County,
Texas, as recorded in Volume 2005041, Page 185, of the Official Public Records of Dallas County, Texas
(O.P.R.D.C.T.);
THENCE South 00 degrees 23 minutes 11 seconds East, along the east line of said Dallas Power & Light
Company tract, a distance of 1,415.88 feet to a point for corner;
THENCE South 79 degrees 48 minutes 40 seconds West, departing said east line, a distance of 457.63 feet
to a 112 inch set iron rod with yellow plastic cap stamped "HALFF ASSOC PNC." (hereinafter referred to
as "with cap") for the POINT OF BEGINNING of the herein described tract;
THENCE South 10 degrees 11 minutes 20 seconds East, a distance of 398.00 feet to a 112 inch set iron rod
with cap for corner;
THENCE South 79 degrees 48 minutes 40 seconds West, a distance of 300.00 feet to a 112 inch set iron
rod with cap for corner;
THENCE North 10 degrees 11 minutes 20 seconds West, a distance of 398.00 feet to a 112 inch set iron
rod with cap for corner;
THENCE North 79 degrees 48 minutes 40 seconds East, a distance of 300.00 feet to the POINT OF
BEGINNING and CONTAINING 1 19,400 square feet or 2.741 acres of land, more or less.
The Basis of Bearing of this Survey is NAD 83 (1993) Texas State Plane North Central Zone 4202 as
observed by GPS from "DALLAS CORS ARP", "COLLIN CORS ARP", "ARLINGTON CORS",
"DENTON CORS ARP". Convergence angle at "DALLAS CORS ARP" is - 03 degrees 01 minutes 49.9
seconds as computed by Corpscon for Windows Versioil6.0. All coordinates shown are surface and may be
converted to grid by dividing by the conversion factor of 0.99983043.
Purchase and Sale Agreement - North Lake
1505488v.18 EFH100/52002
Exhibit B
Permitted Exceptions
Taxes and assessments for the year 201 3 and subsequent years.
Restrictive Covenants of record in Volume 900 19, Page 4720, Deed Records, Dallas County, Texas.
Easement granted by Mrs. M. A. Root, a widow to Lone Star Gas Company, filed for record on July 11,
1929 and recorded in Volume 1577, Page 10, Real Property Records, Dallas County, Texas.
Easement granted by Dallas Power & Light Company to Lone Star Gas Company, dated September 20, 1956,
filed for record on October 18, 1956 and recorded in Volume 4595, Page 155, Real Property Records, Dallas
County, Texas.
Easement granted by Dallas Power & Light Company to Southwestern Bell Telephone Company, dated
February 24,1958, filed for record on March 6, 1958 and recorded in Volume 4855, Page 564, Real Property
Records, Dallas County, Texas.
Easement granted by Mrs. Lena Sanders et a1 to Lone Star Gas Company, filed for record on March 16,
1970 and recorded in Volume 7005 1, Page 325, Real Property Records, Dallas County, Texas.
Easement granted by Dallas Power & Light Company to southwestern Bell Telephone Company, dated March
16, 1988, filed for record on May 24, 1988 and recorded in Volume 88 10 1, Page 123 1, Real Property Records,
Dallas County, Texas.
Agreement, executed by and between Dallas Power & Light Company and City of Dallas, dated September 10,
1981, filed for record on September 18, 198 1 and recorded in Volume 8 1 183, Page 1847, Real Property
Records, Dallas County, Texas.
Certificate of Adjudication by and between Dallas Power & Light Company and Texas Water Commission filed
August 17, 1983, recorded in Volume 83161, Page 669, Real Property Records, Dallas County, Texas. As
affected by Assignment of Water Rights, filed December 20, 2001 and recorded in Volume 2001248, Page
7785, Real Property Records, Dallas County, Texas.
Easement granted by Dallas Power & Light Company to County of Dallas, dated September 28, 1956, filed for
record on October 29, 1956 and recorded in Volume 4601, Page 33, Real Property Records, Dallas County,
Texas.
Easement granted by Dallas Power & Light Company to County of Dallas, dated February 19, 1957, filed for
record on March 13, 1957 and recorded in Volume 4669, Page 443, Real Property Records, Dallas County,
Texas.
Easement granted by TXU Electric Company, a Texas corporation to TXU Gas Company, a Texas corporation,
dated December 14, 2001, filed for record on December 21,2001 and recorded in Volume 2001248, Page 7208,
Real Property Records, Dallas County, Texas. As affected by Supplemental Gas Facilities Easement filed
October 27,2003 and recorded in Volume 20032 12, Page 832, Real Property Records, Dallas County, Texas.
Interest in and to all coal, lignite, oil, gas and other minerals, and all rights incident thereto, contained in
instrument dated April 20, 2006, recorded May 10, 2006, under Clerk's File No. 200600171 168, of the
Official Records of Dallas County, Texas.
Lease for coal, lignite, oil, gas or other minerals, together with rights incident thereto, dated November 1,2007, by
and between Luminant Mineral Development Company, LLC, as Lessor, and Chief Exploration & Development,
LLC, as Lessee, recorded November 6, 2007, under Clerk's File No. 20070397856, of the Official Records of
Purchase and Sale Agreement - North Lake
1505488v.18 EFH100/52002
Dallas County, Texas. As amended by instruments recorded under Clerk's File No. 20080339597;
200900202460; 200900350130; and 201000123200, Real Property Records, Dallas County, Texas.
15. Surface Use Agreement (and all matters referred to therein) dated of even date between Luminant Mineral
Development Company LLC, Luminant Generation Company LLC, Tramnlell Crow Conlpany No. 43, Ltd., City
of Coppell and Coppell Independent School District recorded in the Official Public Records of Dallas County,
Texas simultaneously herewith.
16. Easements dated of even date between Lunlinant Generation Company LLC and Oncor Electric Delivery
Company LLC recorded in the Official Public Records of Dallas County, Texas simultaneously herewith.
17. Settlement Agreement and Release (and all matters referred to therein) of even date between Luminant
Generation Company LLC and the City of Coppell recorded in the Official Public Records of Dallas
County, Texas simultaneously herewith.
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH100152002
Dallas County, Texas. As amended by instruments recorded under Clerk's File' No. 20080339597;
200900202460; 200900350130; and 201000123200, Real Property Records, Dallas County, Texas. .
15. Surface Use Agreement (and all matters referred to therein) dated of even date between Luminant Mineral
Development Company LLC, Luminant Generation Company LLC, Trammel1 Crow Company No. 43, Ltd., City
of Coppell and Coppell tndependent School District recorded in the Official Public Records of Dallas County,
Texas simultaneously herewith.
16. Easements dated of even date between Luminant Generation Company LLC and Oncor Electric Delivery
Company LLC recorded in the Official Public Records of Dallas County, Texas simultaneously herewith.
17. Settlement Agreement and Release (and all matters referred to therein) of even date between Luminant
Generation Company LLC and the City of Coppell recorded in the Official Public Records of Dallas
County, Texas simultaneously herewith.
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH100152002
Exhibit C
Plant Property
BEING a 83.804 acre tract of land situated in the J.G. Carlock Survey, Abstract No. 3 12 Dallas County, Texas, and
being a portion of two tracts of land described as "Part A, Tract 1" and Part B" in deed to Dallas Power & Light
Company, recorded in Volume 4378, Page 374, of the Deed Records of Dallas County, Texas (D.R.D.C.T.), a
portion of a tract of land described in deed to Dallas Power & Light Company, recorded in Volume 4414, Page 82,
D.R.D.C.T., a portion of a tract of land described in deed to Dallas Power & Light Company, recorded in Volume
4404, Page 321, D.R.D.C.T., a portion of a tract of land described in deed to Dallas Power & Light Company,
recorded in Volume 4420, Page 549 D.R.D.C.T., and all of a tract of land described in deed to Dallas Power & Light
Company, recorded in Volume 4403, Page 618 D.R.D.C.T. Said 83.804 acre tract being more particularly described
by metes and bounds as follows:
BEGINNlNG at a 112" iron rod with orange plastic cap stamped "RPLS6013TX" found (N=7,030,067.46,
E=2,437,726.61) at the southeast comer of a tract of land described as "Tract 2" in deed to CW SHORELTNE
LAND LTD., recorded in Document No. 201 100289322 of the Official Public Records of Dallas County, Texas
(O.P.R.D.C.T.), and in the west Right-of-way (R.O.W.) line of South Northlake Road described in deed to County
of Dallas, recorded in Volume 4669, Page 443 D.R.D.C.T. from which a 314 inch iron rod found (N=7,03 1,066.82,
E=2,438,553.41) at the northwest comer of the Grand Estates at Northlake Hills Phase 11, recorded in Volulne
200504 1, Page 185 of the Plat Records of Dallas County, Texas (P.R.D.C.T.) and at the common northwest comer
of a tract of land described in deed to Dallas Power and Light Company, recorded in Volume 4378, Page 372
D.R.D.C.T. and in the south line of a tract of land described in deed to Crow-Billingsley Belt Line, LTD., recorded
in Volume 86068, Page 5 186 O.P.R.D.C.T. bears S 22'27'1 3" E, a distance of 2 164.75 feet, and from said 314" iron
rod found, another 314" iron rod found capped "PEWITT" bears S 32'30'57" W, a distance of 0.78 feet;
THENCE: with the west line of said South Northlake Road the following courses and distances;
S 00'39'12" E, a distance of 356.17 feet to a 518 inch iron rod with Aluminum Cap stamped "Frontier
Surveying Company - RPLS 5991" set for comer;
S 44'39'44'' W, a distance of 127.14 feet to a 518 inch iron rod with Aluminum Cap stamped "Frontier
Surveying Company - RPLS 5991" set for comer;
S 00'20'16" E, a distance of 60.00 feet to a 518 inch iron rod with Aluminum Cap stamped "Frontier
Surveying Company - RPLS 5991" set at the southwest comer of said South Northlake Road R.O.W.;
THENCE: N 89'38'51" E, with the south line of said South Northlake Road R.O.W., a distance of 129.77 feet to a
112" iron rod with orange plastic cap stamped "RPLS6013TX found at the northwest comer of a tract of land
described in deed to CROW-BILLINGSLEY NORTH LAKE HB&T JOINT VENTURE, recorded in Volume
90106, Page 2492 D.R.D.C.T.
THENCE: S 00'34'32" E, with the west line of said CROW-BILLINGSLEY NORTH LAKE HB&T JOINT
VENTURE tract, passing a 112" iron rod with orange plastic cap stamped "RPLS6013TX" found at a distance of
663.61 feet and continuing a total distance of 739.35 feet to a 518 inch iron rod with Aluminum Cap stamped
"Frontier Surveying Company - RPLS 599 1" set for comer;
THENCE: WEST, over and across said Dallas Power and Light Company tract (Vol. 4420, Pg. 549), a distance of
868.99 to a point on the meander line of the easterly shoreline of North Lake established at an elevation of 509.00
feet and at the common northwest comer of a tract of land described as "STORAGE TRACT A" in deed to The City
of Coppell, recorded in Document No. 20080370218 O.P.R.D.C.T., from which a 112" iron rod with orange plastic
cap stamped "RPLS6013TX found bears N 27'05'25'' W, a distance of 85.2 1 feet;
THENCE: in a westerly direction, along said established 509.00 foot elevation meander line, the following courses
and distances listed as follows for reference purposes only;
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH100/52002
N 45O5 1'26" W, a distance of 26.82 feet to a point for comer;
N 71 "1 0'46" W, a distance of 48.60 feet to a point for comer;
S 89O35'20" W, a distance of 1138.02 feet to a point for comer;
S 89O49'54" W, a distance of 297.45 feet to a point for comer;
N 86'32'18" W, a distance of 126.25 feet to a point for comer;
N 79O16'20" W, a distance of 127.38 feet to a point for comer;
N 69'02' 53" W, a distance of 269.56 feet to a point for corner;
THENCE: leaving said meanders, over and across said Dallas Power and Light (Vol. 4414, Pg. 82) the following
courses and distances;
NORTH, a distance of 242.44 feet to a 112" iron rod with orange plastic cap stamped "RPLS6013TX
found for comer, from which an aluminum cap set in concrete called Northlake Monument No. 4 (NAD83
North Central Zone N=7,032,397.37, E=2,434,058.96), bears N 78O02' 15" W, a distance of 866.1 1 feet;
EAST, a distance of 754.87 feet to an "x" cut found for corner;
NORTH, a distance of 846.67 feet to a 112" iron rod with orange plastic cap stamped "RPLS6013TX"
found for comer;
S 77O48'48" W, a distance of 772.27 feet to a 518 inch iron rod with Aluminum Cap stamped "Frontier
Surveying Company - RPLS 5991" set for comer;
NORTH, a distance of 379.00 feet to a 518 inch iron rod with Aluminum Cap stamped "Frontier Surveying
Company - RPLS 5991" set for comer in the south R.O.W. line of East Belt Line Road (a variable width
R.O.W.);
THENCE: N 67O22'19" E, with the south R.O.W. line of said East Belt Line Road, a distance of 924.30 feet to a
point at the west comer of a tract of land described in deed to UNIVERSITY BUSINESS PARK PHASE 11,
recorded in Volume 94055, Page 3 162 D.R.D.C.T, and at the beginning of a curve to the right having a radius of
1330.00 feet, a delta of 08"55'38", a chord bearing of N 7 1°46'39" E, and a chord length of 207.02 feet;
THENCE: leaving the south R.O.W. line of said East Belt Line Road with said curve to the right and with the south
line of said UNIVERSITY BUSINESS PARK PHASE 11, passing a 112" iron rod with orange plastic cap stamped
"RPLS6013TXn found at an arc length of 1.62 feet and continuing a total arc length of 207.23 feet to a 112" iron rod
with orange plastic cap stamped "RPLS60 13TX" found at the northwest corner of a tract of land described as "Tract
1" in deed to CW SHORELINE LAND LTD., recorded in Document No. 201 100289322 O.P.R.D.C.T.;
THENCE: leaving the south line of said UNIVERSITY BUSINESS PARK PHASE I1 with the west line of said
"Tract 1" the following courses and distances:
S 10°37'34" E, a distance of 144.20 feet to a 112" iron rod with orange plastic cap stamped
"RPLS60 13TX" found for comer;
S 07O57'53" E, a distance of 246.27 feet to a 112" iron rod with orange plastic cap stamped
"RPLS60 13TX" found at the southwest comer of said "Tract 1";
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH100/52002
THENCE: N 77'48'49'' E, with the south line of said "Tract I", a distance of 1000.02 feet to a 518 inch iron rod
with Aluminum Cap stamped "Frontier Surveying Company - RPLS 5991" set for the southeast comer of said
"TRACT 1" and rejoining the south line of said UNIVERSITY BUSDESS PARK PHASE I1 at the beginning of a
non-tangent curve to the left having a radius of 2120.00 feet, a delta of 07'07'46", a chord bearing of S 62'02'09"
E, and a chord length of 263.63 feet;
THENCE: with said curve to the left an arc length of 263.80 feet to a 112" iron rod with orange plastic cap stamped
"RPLS6013TX found at the angle point in the north line of said "TRACT 2" (CW SHORELINE LAND LTD.,);
THENCE S 77'48'48" W, leaving the south line of said UNIVERSITY BUSINESS PARK PHASE 11, with the
north line of said "TRACT 2", a distance of 549.80 feet to a 112" iron rod with orange plastic cap stamped
"RPLS60 13TX found at the northwest comer of said "TRACT 2";
THENCE: SOUTH, with the west line of said "TRACT 2", a distance of 219.19 feet to a 112" iron rod with orange
plastic cap stamped "RPLS6013TX" found at the southwest comer of said "TRACT 2";
THENCE: EAST, with the south line of said "TRACT 2", a distance of 1036.92 feet to the POINT OF
BEGINNING and containing 83.804 acres of land more or less.
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH100152002
Access Easement
BEING a 0.427 acre tract of land situated in the J. G. Carlock Survey, Abstract No. 3 12, and in the City of Dallas,
Dallas County, Texas, and being a part of a tract of land described as in deed to Dallas Power & Light Company,
recorded in Volume 4420, Page 549, of the Deed Records of Dallas County, Texas (D.R.D.C.T.). Said 0.427 acre
tract being more particularly described by metes and bounds as follows:
BEGINNlNG at a point (N = 7,032,586.92, E = 2,437,284.71) in the north line of said Dallas Power & Light
Company tract, from which a 318" inch iron rod found for the northeast corner of said Dallas Power & Light
Company tract, bears N 89" 28' 24" E, a distance of 526.79 feet;
THENCE: over and across said Dallas Power & Light Co. tract, the following courses and distances;
S 05" 58' 42" W distance of 516.49 feet to a point for comer at the beginning of a curve to the right having
a radius of 100.00 feet, a delta angle of 18" 34' 27", a chord bearing of S 15" 15' 56" W, and a chord length
of 32.28 feet;
Along said curve to the right an arc length of 32.42 feet to a point for comer;
S 24" 33' 09" W a distance of 30.48 feet to a point for comer at the beginning of a curve to the right having
a radius of 120.00 feet, a delta angle of 60" 05' 57" a chord bearing of S 56" 49' 47" W, and a chord length
of 120.18 feet;
Along said curve to the right an arc length of 125.87 feet to a point for comer;
S 86" 52' 46" W, a distance of 8 1.22 feet to a point for comer at the beginning of a curve to the left having
a radius of 17.50 feet, a delta angle of 114" 34' 05", a chord bearing of S 29" 35' 43" W, and a chord length
of 29.45 feet;
Along said curve to the left an arc length of 34.99 feet to a point for comer;
S 27" 41' 19" E, a distance of 108.67 feet to a point for comer;
West, a distance of 22.59 feet to a point for comer from which a 112 inch capped iron rod found stamped
"RPLS 6013TX" bears N 66" 00' 00" W, a distance of 186.49 feet;
N 27" 41' 19" W. a distance of 98.17 feet to a point for comer at the beginning of a curve to the right
having a radius of 37.50 feet, a delta angle of 114" 34' 05", a chord bearing of N 29" 35' 43" E, and a chord
length of 63.10 feet;
Along said curve to the right an arc length of 74.98 feet to a point for comer;
N 86" 52' 46" E, a distance of 8 1.22 feet to a point for comer at the beginning of a curve to the left having a
radius of 100.00 feet, a delta angle of 59" 53' 1 l", a chord bearing of N 56" 56' 10" E, and a chord length of
99.83 feet:
Along said curve to the right an arc length of 104.52 feet to a point for comer;
N 24" 33' 09" E, a distance of 30.07 feet to a point for comer at the beginning of a curve to the left having
a radius of 80.00 feet, a delta angle of 18" 34' 27", a chord bearing of N 15" 15' 56" E and a chord length of
25.82 feet;
Along said curve to the right an arc length of 25.93 feet to a point for comer;
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH100/52002
N 0.5" 58' 42" E a distance of 514.21 feet to a point for comer in the north line of said Dallas Power &
Light Co. tract;
THENCE: N 89" 28' 24" E, with the north line of said Dallas Power & Light Co. tract a distance of 20.13 feet to
POINT OF BEGINNNG and containing 0.427 acres of land more or less.
Purchase and Sale Agreement - North Lake
1505488v.18 EFH100152002
Exhibit D
Access Easement
BEING a 0.427 acre tract of land situated in the J. G. Carlock Survey, Abstract No. 3 12, and in the City of Dallas,
Dallas County, Texas, and being a part of a tract of land described as in deed to Dallas Power & Light Company,
recorded in Volume 4420, Page 549, of the Deed Records of Dallas County, Texas (D.R.D.C.T.). Said 0.427 acre
tract being more particularly described by metes and bounds as follows:
BEGINNING at a point (N = 7,032,586.92, E = 2,437,284.71) in the north Iine of said Dallas Power & Light
Company tract, from which a 318" inch iron rod found for the northeast comer of said Dallas Power & Light
Company tract, bears N 89" 28' 24" E, a distance of 526.79 feet;
THENCE: over and across said Dallas Power & Light Co. tract, the following courses and distances;
S 05" 58' 42" W distance of 5 16.49 feet to a point for comer at the beginning of a curve to the right having
a radius of 100.00 feet, a delta angle of 18" 34' 27", a chord bearing of S 15" 15' 56" W, and a chord length
of 32.28 feet;
Along said curve to the right an arc length of 32.42 feet to a point for comer;
S 24" 33' 09" W a distance of 30.48 feet to a point for comer at the beginning of a curve to the right having
a radius of 120.00 feet, a delta angle of 60" 05' 57" a chord bearing of S 56" 49' 47" W, and a chord length
of 120.18 feet;
Along said curve to the right an arc length of 125.87 feet to a point for comer;
S 86" 52' 46" W, a distance of 81.22 feet to a point for comer at the beginning of a curve to the left having
a radius of 17.50 feet, a delta angle of 114" 34' 05", a chord bearing of S 29" 35' 43" W, and a chord length
of 29.45 feet;
Along said curve to the left an arc length of 34.99 feet to a point for comer;
S 27" 4 1' 19" E, a distance of 108.67 feet to a point for comer;
West, a distance of 22.59 feet to a point for comer from which a 112 inch capped iron rod found stamped
"RPLS 6013TX" bears N 66" 00' 00" W, a distance of 186.49 feet;
N 27" 41' 19" W. a distance of 98.17 feet to a point for comer at the beginning of a curve to the right
having a radius of 37.50 feet, a delta angle of 114" 34' 05", a chord bearing of N 29" 35' 43" E, and a chord
length of 63.10 feet;
Along said curve to the right an arc length of 74.98 feet to a point for comer;
N 86" 52' 46" E, a distance of 81.22 feet to a point for comer at the beginning of a curve to the left having a
radius of 100.00 feet, a delta angIe of 59" 53' ll", a chord bearing ofN 56" 56' 10" E, and a chord length of
99.83 feet;
Along said curve to the right an arc length of 104.52 feet to a point for comer;
N 24" 33' 09" E, a distance of 30.07 feet to a point for comer at the beginning of a curve to the left having
a radius of 80.00 feet, a delta angle of 18" 34' 27", a chord bearing ofN 15" 15' 56" E and a chord length of
25.82 feet;
Along said curve to the right an arc length of 25.93 feet to a point for comer;
Purchase and Sale Agreement - North Lake
1505488v.18 EFH100/52002
N 05" 58' 42" E a distance of 514.21 feet to a point for comer in the north line of said Dallas Power &
Light Co. tract;
THENCE: N 89" 28' 24" E, with the north line of said Dallas Power & Light Co. tract a distance of 20.13 feet to
POINT OF BEGINNING and containing 0.427 acres of land more or less.
Purchase and Sale Agreement - North Lake
1505488~. 18 EFHI 00152002
Exhibit D
Access Easement
BEING a 0.427 acre tract of land situated in the J. G. Carlock Survey, Abstract No. 3 12, and in the City of Dallas,
Dallas County, Texas, and being a part of a tract of land described as in deed to Dallas Power & Light Company,
recorded in Volume 4420, Page 549, of the Deed Records of Dallas County, Texas (D.R.D.C.T.). Said 0.427 acre
tract being more particularly described by metes and bounds as follows:
BEGINNING at a point (N = 7,032,586.92, E = 2,437,284.71) in the north line of said Dallas Power & Light
Company tract, from which a 318" inch iron rod found for the northeast corner of said Dallas Power & Light
Company tract, bears N 89" 28' 24" E, a distance of 526.79 feet;
THENCE: over and across said Dallas Power & Light Co. tract, the following courses and distances;
S 05" 58' 42" W distance of 516.49 feet to a point for corner at the beginning of a curve to the right having
a radius of 100.00 feet, a delta angle of 18" 34' 27", a chord bearing of S 15" 15' 56" W, and a chord length
of 32.28 feet;
Along said curve to the right an arc length of 32.42 feet to a point for corner;
S 24" 33' 09" W a distance of 30.48 feet to a point for corner at the beginning of a curve to the right having
a radius of 120.00 feet, a delta angle of 60" 05' 57" a chord bearing of S 56" 49' 47" W, and a chord length
of 120.18 feet;
Along said curve to the right an arc length of 125.87 feet to a point for comer;
S 86" 52' 46" W, a distance of 81.22 feet to a point for corner at the beginning of a curve to the left having
a radius of 17.50 feet, a delta angle of 114" 34' 05", a chord bearing of S 29" 35' 43" W, and a chord length
of 29.45 feet;
Along said curve to the left an arc length of 34.99 feet to a point for corner;
S 27" 41' 19" E, a distance of 108.67 feet to apoint for comer;
West, a distance of 22.59 feet to a point for corner from which a 112 inch capped -imn rod found stamp-ed
"RPLS 6013TX" bears N 66" 00' 00" W, a distance of 186.49 feet;
N 27" 41' 19" W. a distance of 98.17 feet to a point for corner at the beginning of a curve to the right
having a radius of 37.50 feet, a delta angle of 114" 34' 05", a chord bearing of N 29" 35' 43" E, and a chord
length of 63.10 feet;
Along said curve to the right an arc length of 74.98 feet to a point for corner;
N 86" 52' 46" E, a distance of 81.22 feet to a point for corner at the beginning of a curve to the left having a
radius of 100.00 feet, a delta.angle of 59" 53' 11", a chord bearing of N 56" 56' 10" E, and a chord length of
99.83 feet;
Along said curve to the right an arc length of 104.52 feet to a point for corner;
N 24" 33' 09" E, a distance of 30.07 feet to a point for corner at the beginning of a curve to the left having
a radius of 80.00 feet, a delta angle of 18" 34' 27", a chord bearing of N 15" 15' 56" E and a chord length of
25.82 feet;
Along said curve to the right an arc length of 25.93 feet to a point for corner;
Purchase and Sale Agreement - North Lake
1505488v.17 EFH100152002
N 05" 58' 42" E a distance of 514.21 feet to a point for corner in the north line of said Dallas Power &
Light Co. tract;
THENCE: N 89" 28' 24" E, with the north line of said Dallas Power & Light Co. tract a distance of 20.13 feet to
POINT OF BEGINNING and containing 0.427 acres of land more or less.
Purchase and Sale Agreement - North Lake
15054SSv.17 EFH100/52002
groundwater from and under said strip of land by directional drilling, mining, or other
means, so loug as Grantee's use of said strip is not disturbed, which use shall include the
right of Grantee to physical and/or lateral support for the Facilities, as well as the right that
the Facilities shall not be endangered, obstructed, or interfered with by such operations.
In addition to the consideration above recited for the easement and right-of-way
hereby granted, the Grantee will pay to the owner of the land, and, if leased, to his tenant,
as they may be respectively entitled for actual damages to fences and growing crops and
improvements located on the easement and right-of-way caused by reason of the
construction, maintenance, addition or removal of said 1
!pipelines.
TO HAVE AND TO HOLD the above described easenient and right-of-way unto
the said Grantee, its successors and assigns, until all of said lines and other Facilities
shall be abandoned, and in that event said easement and right-of-way shall cease and all
rights herein granted shall terminate and revert to Grantor or Grantor's heirs, successors
or assigns; and Grantor hereby binds Grantor and Grantor's heirs, successors, assigns,
and legal representatives, to warrant and forever defend the above described easement
and right-of-way unto Grantee, its successors and assigns, against every person
whomsoever lawfully claiming or to claim the same or any part thereof. This easement
may be assigned in whole or in part.
Grantee and Grantee's successors or assians may dedicate the easement and
right-of-wav herein aranted to the public authorities, after which such easement and
right-of-way shall be meraed into the public authoritv's right-of-wav for all purposes.
EXECUTED this - day of , A.D. 20-.
Grantor
City of Coppell,
a Texas municipality
By:
Name:
Title:
-
EASEMENT AND RIGHT OF WAY Page 3
ACKNOWLEDGEMENT
STATE OF TEXAS .§
§
COLlhlTY OF DALLAS 3
BEFORE ME, the undersigned authority, on this day personally appeared
, as the
of City of Coppell, a Texas municipality, known to me to be the person whose name is
subscribed to the foregoing instrument and acknowledged to me that helslie executed the
same for the purposes and consideration therein expressed, in the capacity therein stated
and helshe is authorized to do so.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this-day of , A. D. 20-.
Notary Public in and for the State of Texas
After recording, return to:
Attention:
.II~\I\~I 720 Routh Street. Suite 1313
Dallas, TX 75201
-
EASEMENT AND RIGHT OF WAY Page 4
J. G. CARLOCK
A-31 2
b-OHE-
DALLAS POWER & UGH COMPAW
(LUMINIWT GENERAllON CO.. LLC.)
VOL. 4420. PG. 549
D.R.D.C.T.
CONTAINMENT DIKE
a ELECT. TRANS.
D.R.D.C.T.= DEED R CORDS DALM COUNIY, TEXAS P.O.B. = POINT 005 BEGIANING
CONTROLUNG MONUMENT 1 PARENTHESIS INDICATE RECORD MONUMEm
OHE = OVERHEAD ELECRIC
CURVE RADIUS ARC LENGTH CHORD LENGTH CHORD BEARING DELTA ANGLE
C1 90.00' 29.18' 29.05' S 1515'56' W 18'34'27' .
C2 110.00' 115.19' 110.00' S 5652'46' W 60'00'00'
C3 27.50' 54.99' 46.27' S 29'35'43' W 1 lC34'05'
A 20' ACCESS EASEMENT
NORTH LAKE S.E.S
OUT OF THE
J. G. CARLOCK SURVEY,
ABSTRACT NO. 312
IN DALLAS COUNTY, TEXAS
J. G. CARLOCK
A-3 12
bOHE
DMW POWER k LlGM COMPANY
(LUMINAM GENERAION CO.. LLC.)
VOL. 4420. PG. 549
D.R.D.C.T.
CONTAINMENT DIKE
ELECT. TRANS.
D.R.D.C.T.= DEED RECORDS DALLAS COUW, TEXAS P.O.B. = POINT OF BEGI~NING
CM CONTROLUNG MONUMENT { 1 PARENTHESIS INDICATE RECORD MONUMENT
OHE = OVERHEAD ELECTRIC
CENTERLINE LINE TABLE
CENTERLINE CURVE TABLE
CURVE RADIUS ARC LENGTH CHORD LENGTH CHORD BEARING DELTA ANGLE
C1 90.00' 29.18' 29.05' S 1515'56' W 18'34'27'
C2 110.00' 115.19' 110.00' S 56'52'46' W 60'00'00'
C3 27.50' 54.99' 46.27' S 2935'43' W 1 1434'05'
OUT OF THE
J. G. CARLOCK SURVEY,
ABSTRACT NO. 312
IN DALLAS COUNM. TEXAS
JOB #: 1206096
TRANSMISSION EASEMENT
VOL 2001248. PG. 11540
D.R.D.C.T.
DALLAS POWER & UGHl COM
(LUMINAN? GENERATION CO..
CROW-BILLINGSLEY BELT LINE. LTO.
86068-5186
O.P.R.D.C.T.
ME BEIS OF BEARINGS FOR THIS SURMY IS THE STATE
PLANE COORDINATE mM, ZONE 4202. NAD 83(HARN
ADJUSTMENT), AND BASED ON NOi?TH ME MONUMENT 004.
NORlH=7032397.37. E,W=2434058.96 WITH ALL BEARINGS,
DISTANCES AND COORDINATES BEING GRID.
A OESCRlmON OF MN DATE. PAGE 1 OF 3 AND PAGE 2
OF 3 ACCOMPANIES MIS EXHIBIT.
PROPOSED TRACT A
NOT REPREEM WARM OF TITLE OR A GUARANTEE OF OWNERSHIP.
J. G. CARLOCK OUT OF THE
J. G. CARLOCK SURVEY,
ABSTRACT NO. 312
IN DALLAS COUNTY. TEXAS
3108 W. 6' Street
Fort Worth. Texas 76107
817-560-4500
Fax: 817-289-3530
FIELD NOTE DESCRIPTION
BEING a 0.427 acre tract of land situated in the J. G. Carlock Survey, Abstract No. 3 12, and in
the City of Dallas, Dallas County, Texas, and being a part of a tract of land described as in deed
to Dallas Power & Light Company, recorded in Volume 4420, Page 549, of the Deed Records of
Dallas County, Texas (D.R.D.C.T.). Said 0.427 acre tract being more particularly described by
metes and bounds as follows:
BEGINNING at a point (N = 7,032,586.92, E = 2,437,284.71) in the north line of said Dallas
Power & Light Cornpany tract, from which a 3/8" inch iron rod found for the northeast corner of
said Dallas Power & Light Company tract, bears N 89" 28' 24' E, a distance of 526.79 feet;
THENCE: over and across said Dallas Power & Light Co. tract, the following courses and
distances;
S 05" 58' 42" W distance of 516.49 feet to a point for corner at the beginning of a curve
to the right having a radius of 100.00 feet, a delta angle of 18" 34' 27", a chord bearing of
S 15" 15' 56" W, and a chord length of 32.28 feet;
Along said curve to the right an arc length of 32.42 feet to a point for comer;
S 24" 33' 09" W, a distance of 30.48 feet to a point for comer at the beginning of a curve
to the right having a radius of 120.00 feet, a delta angle of 60" 05' 57", a chord bearing of
S 56" 49' 47" W, and achord length of 120.18 feet;
Along said curve to the right an arc length of 125.87 feet to a point for comer;
S 86" 52' 46" W, a distance of 81.22 feet to apoint for comer at the beginning of a curve
to the left having a radius of 17.50 feet, a delta angle of 114" 34' 05", a chord bearing of
S 29" 35' 43" W, and a chord length of 29.45 feet;
Along said curve to the left an arc length of 34.99 feet to a point for comer;
S 27" 41' 19" E, a distance of 108.67 feet to apoint for corner;
West, a distance of 22.59 feet to a point for comer from which a 112 inch capped iron rod
found stamped "RPLS 6013TX" bears N 66" 00' 00" W, a distance of 186.49 feet;
N 27" 41' 19" W, a distance of 98.17 feet to a point for comer at the beginning of a curve
to the right having a radius of 37.50 feet, a delta angle of 114" 34' 05", a chord bearing of
N 29" 35' 43" E, and a chord length of 63.10 feet;
Along said curve to the right an arc length of 74.98 feet to a point for comer;
N 86" 52' 46" E, adistance of 81.22 feet to a point for comer at the beginning of a curve
to the left having a radius of 100.00 feet, a delta angle of 59" 53' 11", a chord bearing of
N 56" 56' 10" E, and a chord length of 99.83 feet;
Along said curve to the right an arc length of 104.52 feet to a point for corner;
N 24" 33' 09" E, a distance of 30.07 feet to a point for comer at the beginning of a curve
to the left having a radius of 80.00 feet, a delta angle of 18" 34' 27, a chord bearing of N
15" 15' 56" E, and a chord length of 25.82 feet;
Along said curve to the right an arc length of 25.93 feet to a point for comer;
N 05" 58' 42" E, a distance of 5 14.21 feet to a point for comer in the north line of said
Dallas Power & Light Co. tract;
3 108 W. 6' Street
Fort Worth, Texas 76 107
817-560-4500
Fax: 817-289-3530
THENCE: N 89" 44' 21" E, with the north line of said Dallas Power & Light Co. tract a distance
of 20.13 feet to POINT OF BEGINNING and containing 0.427 acres of land more or less.
This Field Notes Description constitutes a legal document, and, unless it appears in its entirety, in its
original form. It is strongly recommended, for the continuity of future surveys, that this document be
incorporated in all future conveyances, withotll any revisions or deletions.
The survey plat was prepared from record data furnished by the client 'and was done without the benefit of
a title report. Surveyor has made no investigation or search for easements or other matters of record that a
title report would disclose and this survey does not represent a warranty of title or a guarantee of
ownership.
I, Ted A. Gossett, do hereby state that the above and foregoing description was prepared from a survey
made on the ground, under my direction and supervision during the month of January 2013.
Ted A. Gossett
Registered Professional Land Surveyor
State of Texas No. 5991
January 2013
SURVEYOR'S NOTES
1. THE BASIS OF BEARING FOR THIS SURVEY IS THE TEXAS STATE PLANE COORDINATE
SYSTEM, ZONE 4202, NAD 83 (HARN ADJUSTMENT) AND BASED ON NORTHLAKE
MONUMENT 004. N=7032397.37, E=2434058.96, WITH ALL BEARINGS, DISTANCES AND
COORDINATES BEING GRID.
2. BEFORE DIGGING IN THIS AREA, CALL THE TEXAS EXCAVATION SAFETY SYSTEM (800-
DIG-TESS).
3. AN EXHIBIT OF EVEN DATE (PAGE 3 OF 3) ACCOMPANIES THIS FIELD NOTE
DESCRIPTION.
Exhibit E
ROFR PROPERTY
BEING a 15.96 acre tract of land situated in the Jacob G. Carlock Survey, Abstract Number 312, and in Official City of Dallas
Block number 8461, in the City of Dallas, Dallas County, Texas, and being a part of that tract of land described in Wananty Deed
to Dallas Power & Light Company, as recorded in Volume 4414, Page 82, of the Deed Records of Dallas County, Texas
(D.R.D.C.T.), and being more particularly described as follows:
COMMENCING at li2 inch found iron rod with yellow plastic cap stamped "HALFF ASSOC INC." (hereinafter referred to as
"with cap") for the northeast comer of said Dallas Power & Light Company tract in Volume 4414, Page 82, said point being on the
west line of that tract of land described in deed to Dallas Power & Light Company, as recorded in Volume 4404, Page 32 1,
D.R.D.C.T.:
THENCE South 00 degrees 00 minutes 46 seconds West, passing the southeasterly right-of-way line of Belt Line Road (a variable
width right-of-way) at a distance of 132.72 feet, continuing in all a total distance of 663.10 feet to a ID inch found iron rod with cap
stamped "RPLS 6013 TX" for the POINT OF BEGINNING;
THENCE South 00 degrees 00 minutes 00 seconds East, a distance of 846.81 feet to a found "X cut for comer;
THENCE South 90 degrees 00 minutes 00 seconds West, a distance of 755.00 feet to a ID inch found iron rod with cap
stamped "RPLS 601 3 TX" for comer;
THENCE North 00 degrees 00 minutes 00 seconds West, a distance of 226.75 feet to a li2 inch set iron rod with cap for
comer;
THENCE South 90 degrees 00 minutes 00 seconds West, a distance of 284.70 feet to a lD inch set iron rod with cap for
comer;
THENCE North 00 degrees 00 minutes 00 seconds West, a distance of 369.22 feet to a ID inch set iron rod with cap for
comer;
THENCE North 72 degrees 51 minutes 50 seconds East, a distance of 297.92 feet to a 112 inch found iron rod with cap
stamped "RPLS 6013 TX" for comer;
THENCE North 77 degrees 48 minutes 48 seconds East, a distance of 772.40 feet to the POINT OF BEGINNING and
CONTAINING 695,398 square feet or 15.96 acres of land, more or less.
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH100152002
EXHIBIT E
FIRPTA CERTIFICATE
Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must
withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Section 1445), the owner of a
disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the
property and not the disregarded entity. To inform ("Transferee") that
withholding of tax is not required upon the disposition of a U.S. real property interest by .. .
-("~ransferor"), the beneficial owner of
(U.S. employer identification number ), the undersigned, in his capacity as
of , but not individually, hereby certifies
to Transferee the following on behalf of Transferor:
1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as
those terms are defined in the Internal Revenue Code and Income Tax Regulations);
2. Transferor is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii);
3. Transferor's U.S. employer identification number is 75-2967820; and
4. Transferor's office address is
Transferor understands that this certification may be disclosed to the Internal Revenue Service by
Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.
Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge
and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf
of Transferor.
Dated as of ,20-.
By:
Name:
Title:
Date:
THE STATE OF 5
§
COUNTY OF 5
This instrument was acknowledged before me on , 20L by
, of - , a
, on behalf of said
Notary Public, State of
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH 100f52002
SWOKN TO AND SUBSCRIBED BEFORE ME by on
,20-.
Purchase and Sale Agreement - North Lake
1505488~. 18 EFH100152002
Notary Public, State of
SCHEDULE 2
Reserved Right of First Refusal for Remainder
A. If City sells any of the Remainder solely for private development on or before
January 1, 2058, Billingsley will have a Right of First Refusal (herein so-called) to purchase
such portion of the Remainder at fair market value. The period elapsing between the date of this
Deed and January 1,2058 is herein referred to as the "Repurchase Period."
B. If the Remainder or any portion of the Remainder (the whole or any portion being
herein referred to as the "Resale Property") is declared surplus, or City elects to offer the Resale
Property for sale, City shall first notify Billingsley prior to offering the Resale Property for sale
to any other party or to the public and provide Billingsley with a summary of the material terms
(the "Proposed Sale Terms") on which City shall offer the Resale Property. Billingsley shall
have a prior right and option to purchase the Resale Property subject to the Proposed Sale Terms,
and otherwise subject to the terms of this Schedule 2
C. If City shall receive a bona fide written offer of purchase (an "Offer") as to a
Resale Property which City wishes to accept, City shall immediately notify Billingsley of the
terms and conditions of the Offer received by City and provide Billingsley with a copy of any
documents comprising such Offer, together with available financial information concerning the
offeror, and Billingsley shall have a prior right and option to purchase the Resale Property
subject to the Offer on the terms of the Offer, and otherwise subject to the terms of this Schedule
2. Billingsley's purchase rights under this Schedule 2 are herein referred to collectively as the
"Right of First Refusal."
D. Following receipt by Billingsley of the notice of the Proposed Sale Terms or
Offer, Billingsley shall have a period of fifteen (15) business days (the "Reply Period") to notify
City of whether Billingsley desires to acquire the Resale Property upon the terms and conditions
in the notice or Offer. If Billingsley elects to acquire the Resale Property and so notifies City
within the Reply Period, Billingsley and City shall execute a binding contract in accordance with
the terms of the Proposed Sale Terms or Offer within thirty (30) days after Billingsley's notice to
City, and close on the Resale Property in accordance with the terms of their agreement. In
review of title and survey for the Resale Property, Billingsley shall be presumed to have
approved for all purposes any Permitted Exception encumbering or affecting the Resale Property
at the time it was conveyed by Luminant to City.
E. If Billingsley does not notify City that it has elected to acquire the Resale
Property within the Reply Period, or if Billingsley notifies City that Billingsley does not desire to
acquire the Resale Property, then Billingsley's Right of First Refusal shall not apply to such
Resale Property in connection with City's sale thereof to a third party, except as otherwise
expressly provided herein with respect to City's failure to close the sale of such Resale Property
within nine (9) months after expiration of the Reply Period. Within such nine (9) month period,
AMESDED AND RESTATED NORTHLAKE ACREEAIENT
City may proceed to market the Resale Property or accept the Offer and close on the sale of the
Resale Property covered thereby in substantial accordance with the terms and conditions of the
Proposed Sale Terms or Offer (respectively) or on terms and conditions more favorable to City,
free of Billingsley's Right of First Refusal. If the City's sale does not close within nine (9)
months after expiration of the Reply Period, then Billingsley's Right of First Refusal to acquire
the Resale Property which were the subject of the Proposed Sale Terms or Offer shall be
reinstated.
F. Billingsley shall cooperate with City in executing such acknowledgements and
releases as a purchaser of the Resale Property may reasonably require, reflecting Billingsley's
election not to acquire the Resale Property under this Agreement in response to the Proposed
Sale Terms or Offer.
G. The Right of First Rehsal shall survive sales to governmental authorities, transit
authorities, econon~ic development corporations, and other similar governmental units, allowing
exercise upon subsequent resale by such authority(ies) for private development. 7
AMENDED AND RESTATED NORTHLAKE AGREEMENT
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-0991
File ID: Type: Status: 2013-0991 Resolution Passed
1Version: Reference: In Control: City Secretary
04/02/2013File Created:
04/23/2013Final Action: Northlake 5File Name:
Title: Consider approval of grant of temporary access easement and a water line
easement to Cypress Waters Land A, Ltd. on the North Sliver Tract and East
Tract, respectively, located at Northlake; and, authorizing the Mayor to sign.
Notes:
Agenda Date: 04/23/2013
Agenda Number: 16.
Sponsors: Enactment Date:
Resolution.pdf, Temporary Construction and
Easement Access.pdf, Exhibit.pdf, Easement and
Right of Way.pdf
Attachments: Enactment Number: 2013-0423.5
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 PassApproved04/23/2013City Council
Presentation: City Attorney Robert Hager read the Resolution into the record and presented the
information to Council.
A motion was made by Councilmember Gary Roden, seconded by Councilmember Aaron Duncan,
that this Resolution be approved. The motion passed by an unanimous vote.
Action Text:
Councilmember Tim Brancheau, Councilmember Bob Mahalik,
Councilmember Gary Roden, Mayor Pro Tem Billy Faught,
Councilmember Marvin Franklin, and Councilmember Aaron Duncan
6Aye:
Text of Legislative File 2013-0991
Title
Consider approval of grant of temporary access easement and a water line easement to
Cypress Waters Land A, Ltd. on the North Sliver Tract and East Tract, respectively, located at
Northlake; and, authorizing the Mayor to sign.
Summary
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-0991)
Fiscal Impact:
Staff Recommendation:
Approval recommended.
Goal Icon:
Sustainable City Government
Business Prosperity
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 12/28/2017
TM 60137
RESOLUTION NO. ________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
COPPELL, TEXAS, APPROVING THE TERMS AND
CONDITIONS OF A GRANT OF TEMPORARY ACCESS AND
CONTRUCTION EASEMENT AND A WATER LINE EASEMENT
TO CYPRESS WATERS LAND A, LTD AND/OR TRAMMELL
CROW NO. 43, LTD. ON LAND LOCATED AT THE NORTH
SLIVER TRACT AND EAST TRACT, RESPECTIVELY, AT
NORTHLAKE; AUTHORIZING THE MAYOR TO SIGN, WHICH
IS ATTACHED HERETO AS EXHIBIT 1 AND EXHIBIT 2,
FOLLOWING REVIEW BY THE CITY ATTORNEY;
REPEALING ALL RESOLUTIONS IN CONFLICT; PROVIDING
A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, the City desires to enter into a Grant of Temporary Access and
Construction Easement and Water Line Easement with Cypress Waters Land A, Ltd. and/or
Trammell Crow No. 43, Ltd.; and
WHEREAS, the City Council finds it is in the best interest of the City of Coppell and its
citizens to grant such easement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF COPPELL, TEXAS THAT:
SECTION 1. The City Council hereby approves and authorizes the terms and conditions
of a Grant of Temporary Access Easement and Construction Easement and Water Line Easement
to Cypress Waters Land A, Ltd and/or Trammell Crow No. 43, Ltd. on land located on the North
Sliver Tract and East Tract, respectively, at Northlake; and, hereby authorizes the Mayor to
execute such easements, as provided in Exhibit 1 and Exhibit 2, which are attached hereto and
incorporated herein by reference.
SECTION 2. Any prior resolution of the City Council in conflict with the provisions
contained in this Resolution are hereby repealed and revoked.
SECTION 3. Should any part of this resolution be held to be invalid for any reason, the
remainder shall not be affected thereby, and such remaining portions are hereby declared to be
severable.
SECTION 4. This resolution shall take effect immediately from and after its passage,
and it is duly resolved.
[Signature page to follow]
TM 60137
DULY PASSED and approved by the City Council of the City of Coppell, Texas, on this
the ____ day of , 2013.
APPROVED:
Karen Selbo Hunt, Mayor
ATTEST:
Christel Pettinos, City Secretary
APPROVED AS TO FORM:
_________________________________
Robert E. Hager, City Attorney
(REH/mpm)
Exhibit 1
TM 60137
Exhibit 2
TM 60137
TM 60351
After Recording Please Return To:
Clay Phillips, City Manager
City of Coppell
255 E. Parkway Blvd
Coppell, Texas 75019
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING
INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN
REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:
YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER
TEMPORARY CONSTRUCTION AND ACCESS EASEMENT
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS §
That CITY OF COPPELL, TEXAS (“Grantor”), whose mailed address is 255 E.
Parkway Boulevard, Coppell, Dallas County, Texas 75019, for and in consideration of the sum
of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration in hand
paid by the CYPRESS WATERS LAND 1, LTD, (hereinafter “Grantee”), whose mailing
address is , the receipt and sufficiency of which is hereby
acknowledged, has DEDICATED, GRANTED, SOLD AND CONVEYED, and by these
presents does DEDICATE, GRANT, SELL AND CONVEY, unto Grantee, a non-exclusive
variable width TEMPORARY CONSTRUCTION AND ACCESS EASEMENT over, along,
across and under the property described in Exhibit “A”, which is attached and incorporated
herein, located in Dallas County, Texas for the purpose of providing access to and staging area
for the construction, installation, replacement, repair, inspection, modification, and maintenance
of real property owned Grantee adjacent to city owned property and shall under the terms hereof
have temporary access as provided.
Grantee and Grantee’s contractors will at all times, after doing any work in connection
with this construction, operation, or repair restore the surface of the Easement Property as close
to the condition in which it was found before such work was undertaken; provided. THIS
TEMPORARY CONSTRUCTION AND ACCESS EASEMENT will expire at such a time that
the Project is completed, but shall expire on December 31, 2016.
To have and to hold the above described property for temporary construction and access
purposes as deemed necessary by the Grantee, with the right of ingress, egress, and regress
therein, together with all and singular the usual rights thereto in anywise belonging, unto the said
Grantee, its successors and assigns, for the purposes set forth herein.
Grantor may use the Easement Property for any and all purposes that do not unreasonably
interfere with or prevent the use by Grantee or Grantee’s contractors of the Easement Property
for the purpose set forth herein. The temporary construction easement described herein is
conveyed without warranty of title.
TM 60351
SIGNED AND AGREED this ______ day of _______________________ 2013.
GRANTOR:
_______________________________
By:
, Mayor
GRANTOR’S ACKNOWLEDGMENT
STATE OF TEXAS §
§
COUNTY OF ELLIS §
This instrument was acknowledged before me, the undersigned authority on the _____
day of _______, 2013, by __________________________, on behalf of said corporation.
___________________________________
Notary Public, State of Texas
My commission expires: _______________
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-0992
File ID: Type: Status: 2013-0992 Resolution Passed
1Version: Reference: In Control: City Secretary
04/02/2013File Created:
04/23/2013Final Action: Northlake 6File Name:
Title: Consider approval of a release agreement by and between Oncor and the
City of Coppell concerning release of any easement rights over a portion of
city owned property located at Northlake; and, authorizing the Mayor to sign.
Notes:
Agenda Date: 04/23/2013
Agenda Number: 17.
Sponsors: Enactment Date:
Resolution.pdf, Release of Rights.pdfAttachments: Enactment Number: 2013-0423.6
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 PassApproved04/23/2013City Council
Presentation: City Attorney Robert Hager read the Resolution into the record and presented the
information to Council.
A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Bob Mahalik,
that this Resolution be approved. The motion passed by an unanimous vote.
Action Text:
Councilmember Tim Brancheau, Councilmember Bob Mahalik,
Councilmember Gary Roden, Mayor Pro Tem Billy Faught,
Councilmember Marvin Franklin, and Councilmember Aaron Duncan
6Aye:
Text of Legislative File 2013-0992
Title
Consider approval of a release agreement by and between Oncor and the City of Coppell
concerning release of any easement rights over a portion of city owned property located at
Northlake; and, authorizing the Mayor to sign.
Summary
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-0992)
Fiscal Impact:
Staff Recommendation:
Approval recommended.
Goal Icon:
Sustainable City Government
Business Prosperity
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 12/28/2017
TM 60134
RESOLUTION NO. ________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
COPPELL, TEXAS, APPROVING THE TERMS AND
CONDITIONS OF A RELEASE AGREEMENT BY AND
BETWEEN ONCOR ELECTRIC DELIVERY COMPANY LLC
AND THE CITY OF COPPELL CONCERNING RELEASE OF
ANY EASEMENT RIGHTS OVER CITY OWNED PROPERTY
GENERALLY LOCATED AT NORTHLAKE; AUTHORIZING
THE MAYOR TO SIGN, WHICH IS ATTACHED HERETO AS
EXHIBIT 1, FOLLOWING REVIEW BY THE CITY ATTORNEY;
REPEALING ALL RESOLUTIONS IN CONFLICT; PROVIDING
A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, the City has entered into a Release Agreement by and between Oncor
Electric Delivery Company LLC; and
WHEREAS, the City Council find it is in the best interest of the City of Coppell and its
citizens to approve said agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF COPPELL, TEXAS THAT:
SECTION 1. The City Council hereby approves the terms and conditions of a Release
Agreement by and between Oncor Electric Delivery Company LLC and the City of Coppell
concerning the release of any easement rights over city owned property generally located at
Northlake; and, hereby authorizes the Mayor to execute such agreement, as provided in Exhibit
1, which is attached hereto and incorporated herein by reference.
SECTION 2. The Mayor of the City of Coppell, Texas, is hereby authorized to execute
said agreement, which is attached hereto as Exhibit 1, following review by the City Attorney.
SECTION 3. Any prior resolution of the City Council in conflict with the provisions
contained in this Resolution are hereby repealed and revoked.
SECTION 4. Should any part of this resolution be held to be invalid for any reason, the
remainder shall not be affected thereby, and such remaining portions are hereby declared to be
severable.
SECTION 5. This resolution shall take effect immediately from and after its passage,
and it is duly resolved.
[Signature page to follow]
TM 60134
DULY PASSED and approved by the City Council of the City of Coppell, Texas, on this
the ____ day of , 2013.
APPROVED:
Karen Selbo Hunt, Mayor
ATTEST:
Christel Pettinos, City Secretary
APPROVED AS TO FORM:
_________________________________
Robert E. Hager, City Attorney
(REH/mpm)
Exhibit 1
TM 60134
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-0993
File ID: Type: Status: 2013-0993 Agenda Item Passed
1Version: Reference: In Control: City Secretary
04/02/2013File Created:
04/23/2013Final Action: Northlake 7File Name:
Title: Consider approval of grant of easement to Oncor for transmission and
distribution lines over city owned property located at Northlake; and,
authorizing the Mayor to sign.
Notes:
Agenda Date: 04/23/2013
Agenda Number: 18.
Sponsors: Enactment Date:
Resolution.pdf, Easement and Right of Way.pdfAttachments: Enactment Number: 2013-0423.7
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 PassApproved04/23/2013City Council
Presentation: City Attorney Robert Hager read the Resolution into the record and presented the
information to Council.
A motion was made by Mayor Pro Tem Tim Brancheau, seconded by Councilmember Billy Faught,
that this Resolution be approved. The motion passed by an unanimous vote.
Action Text:
Councilmember Tim Brancheau, Councilmember Bob Mahalik,
Councilmember Gary Roden, Mayor Pro Tem Billy Faught,
Councilmember Marvin Franklin, and Councilmember Aaron Duncan
6Aye:
Text of Legislative File 2013-0993
Title
Consider approval of grant of easement to Oncor for transmission and distribution lines over
city owned property located at Northlake; and, authorizing the Mayor to sign.
Summary
Fiscal Impact:
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-0993)
Staff Recommendation:
Approval recommended.
Goal Icon:
Sustainable City Government
Business Prosperity
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 12/28/2017
TM 60135
RESOLUTION NO. ________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
COPPELL, TEXAS, APPROVING THE TERMS AND
CONDITIONS OF A GRANT OF EASEMENT FROM THE CITY
OF COPPELL TO ONCOR ELECTRIC DELIVERY COMPANY
LLC FOR TRANSMISSION AND DISTRIBUTION LINES OVER
CITY OWNED PROPERTY GENERALLY LOCATED AT
NORTHLAKE; AUTHORIZING THE MAYOR TO SIGN, WHICH
IS ATTACHED HERETO AS EXHIBIT1A, FOLLOWING REVIEW
BY THE CITY ATTORNEY; REPEALING ALL RESOLUTIONS
IN CONFLICT; PROVIDING A SEVERABILITY CLAUSE; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City has entered into a Grant of Easement by and between Oncor
Electric Delivery Company LLC; and
WHEREAS, the City Council find it is in the best interest of the City of Coppell and its
citizens to approve said Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF COPPELL, TEXAS THAT:
SECTION 1. The City Council hereby approves the terms and conditions of a Grant of
Easement from the City of Coppell to Oncor Electric Delivery Company LLC for the
transmission and distribution lines over city owned property generally located at Northlake; and,
hereby authorizes the Mayor to execute such easement, as provided in Exhibit 1, which is
attached hereto and incorporated herein by reference.
SECTION 2. Any prior resolution of the City Council in conflict with the provisions
contained in this Resolution are hereby repealed and revoked.
SECTION 3. Should any part of this resolution be held to be invalid for any reason, the
remainder shall not be affected thereby, and such remaining portions are hereby declared to be
severable.
SECTION 4. This resolution shall take effect immediately from and after its passage,
and it is duly resolved.
[Signature page to follow]
TM 60135
DULY PASSED and approved by the City Council of the City of Coppell, Texas, on this
the ____ day of , 2013.
APPROVED:
Karen Selbo Hunt, Mayor
ATTEST:
Christel Pettinos, City Secretary
APPROVED AS TO FORM:
_________________________________
Robert E. Hager, City Attorney
(REH/mpm)
Exhibit 1
TM 60135
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-1007
File ID: Type: Status: 2013-1007 Agenda Item Read and Filed
1Version: Reference: In Control: City Secretary
04/15/2013File Created:
04/23/2013Final Action: City Manager's ReportFile Name:
Title: Project Updates and Future Agendas.
Notes:
Agenda Date: 04/23/2013
Agenda Number:
Sponsors: Enactment Date:
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 Read and Filed04/23/2013City Council
Read and Filed
City Manager Clay Phillips reminded Council of their 5th Tuesday Work Session on April 30th in the
2nd Floor Conference Room. He also mentioned that while Mr. Hager brought forward some
resolutions at this meeting pertaining to Northlake, additional items will be coming forward
pertaining to the lake edge.
Action Text:
Text of Legislative File 2013-1007
Title
Project Updates and Future Agendas.
Summary
Fiscal Impact:
Staff Recommendation:
Goal Icon:
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-1007)
Sustainable City Government
Business Prosperity
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 12/28/2017
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-1004
File ID: Type: Status: 2013-1004 Agenda Item Read and Filed
1Version: Reference: In Control: City Secretary
04/15/2013File Created:
04/23/2013Final Action: Mayor and Council ReportsFile Name:
Title: A.Report by Mayor Hunt regarding Bounce!
Notes:
Agenda Date: 04/23/2013
Agenda Number:
Sponsors: Enactment Date:
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 Read and Filed04/23/2013City Council
Read and Filed
Mayor Hunt reported that Bounce is just around the corner on May 11th. Activities will include: Bounce
Houses galore, a live band - Moving Colors (current upbeat pop), Face Painting, Balloon Artists, Free
Hotdogs (first come first serve) and tons of recreational and health vendors from Coppell. The time is
from 10am – 2pm. It will be tons of fun – Don’t miss out!
Action Text:
Text of Legislative File 2013-1004
Title
A.Report by Mayor Hunt regarding Bounce!
Summary
Fiscal Impact:
Staff Recommendation:
Goal Icon:
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-1004)
Sustainable City Government
Business Prosperity
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 12/28/2017