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ST0301-ES070507 STo301 CHADICK CAPITAL L.P. May 7, 2007 Kenneth M. Griffin, P.E. Director of Engineering/Public Works 255 Parkway P.O. Box 9478 Coppell, Tx 75019 RE: Agreement of Exchange of Property, Follow -up letter from City Dear Mr. Griffin, Included below for your and the City's consideration is a summation of specific changes and inclusions we would like to make to the City's Agreement of Exchange of Property (hence referred to as "Agreement ") as well as in regard to information presented in a letter (included w/ Agreement) dated April 18, 2007. I. As per the City's document, we are asking for the exceptions/ additions found in our addendum (and included with our signed copies of the Agreement) to be added, retaining the "spirit " - -if not the outright language specified by our addendum. Where we are requesting: a) to retain all Mineral Rights for property that Chadick Capital L.P. proposes to convey to the City of Coppell and a described by the Agreement's Exhibits "B1" and "B2 ", but moreover as those portion of tracts that are being cordoned out and acquired for drainage easement and right -of -way from larger existing tracts, tracts described by the following : Being .882 acres of land, more or less, in the J. Vest Survey, A -1508, Tract 1, described in that certain Warranty Deed dated April 20, 1999, from George A. Chadick and wife, Hallie R. Chadick, to Chadick Capital L.P., filed in Volume 99114, Page 8133, of the Dallas County, Texas, Official Public Records. Being .66 acres of land, more or less, in the J. Vest Survey, A -1508, Tract 3, described in that certain Warranty Deed dated April 20, 1999, from George A. Chadick and wife, Hallie R. Chadick, to Chadick Capital L.P., filed in Volume 99114, Page 8117, of the Dallas County, Texas, Official Public Records., CHADICK CAPITAL L.P. (cont.) b) in exchange for the portion of the City's Tract V, found in Vol. 2003094, pg. 00797, of D.R.D.C.T., (also known as James A. Simmons Survey, A -1296, Tract 18) equaling .380 acres, and (as inferred in Agreement), ask the City to convey any and all of their Mineral Rights related to the above referenced Tract V, to Chadick Capital L.P. c) the recognition that Chadick Capital L.P. has already entered into an agreement with Chesapeake Exploration Limited Partnership on April 24, 2007, so therefore it (Chadick Capital) cannot sign the "...acknowledges and agrees that there are no oral agreement, warranties or representations..." section of Agreement, 3.02 — without alteration of said paragraph. d) As well as changes to the signature page: CHADICK: For Chadick Capital L.P. g A„414, Hallie R. Chadick, Pr'5idt,t of Chadick Capital .L.0 11.46047- ene..,vv e) Lastly, Chadick Capital L.P. requests that any closing costs/ expenses (i.e. those generated by the issuance of Special Warranty Deed, etc.), if any, be paid for by the City of Coppell, and that all Deed forms be proffered by the City. II. Regarding your letter (attached to the Agreement), dated April 18, 2007, RE: Bethel Road Project #ST 03 -01, ROW and Drainage Easement: Chadick Capital L.P. is requesting the retention of all Mineral Rights from the additional R.O.W. easement(s) that are to be purchased by the City of Coppell from Chadick Capital L.P., differing from and not related to those referenced in the Agreement of Exchange of Property, for a payment of $12,436.71. These R.O.W. easements to be purchased by City are from portions of larger tracts. The larger tracts have the following legal descriptions: Being .882 acres of land, more or less, in the J. Vest Survey, A -1508, Tract 1, described in that certain Warranty Deed dated April 20, 1999, from George A. Chadick and wife, Hallie R. Chadick, to Chadick Capital L.P., filed in Volume 99114, Page 8133, of the Dallas County, Texas, Official Public Records. CHADICK CAPITAL L.P. (cont.) Being .161 acres of land, more or less, in the J. Vest Survey, A -1508, Tract 2, described in that certain Warranty Deed dated April 20, 1999, from George A. Chadick and wife, Hallie R. Chadick, to Chadick Capital L.P., filed in Volume 99114, of the Dallas County, Texas, Official Public Records. Being .587 acres of land, more or less, in the J. Vest Survey, A -1508, Tract 5, described in that certain Warranty Deed dated April 20, 1999, from George A. Chadick and wife, Hallie R. Chadick, to Chadick Capital L.P., filed in Volume 99114, of the Dallas County, Texas, Official Public Records. Chadick Capital L.P.'s representatives would like to express their thanks to you, Mr. Griffin, as well as City Manager Jim Witt and Attorney Robert Hager for each of your help in making this happen. Regards, 7 7 ' lzIer( e . ( 47,1 4, ?et Steven R. Chadick, Partner Chadick Capital L.P. ADDENDUM CHANGES TO CONTRACT 2.01 (a) [Insert] "..., excluding all mineral rights and interests —which Chadick Capital L.P. shall retain, on said properties described in Exhibits `B 1" and `B2 ", including but not limited to oil, gas, (including helium, carbon dioxide, and other commercial gases as well as hydrocarbon gases), and non hydrocarbon substances as well." (b) [Insert] "..., including any and all interests in mineral rights on said property described in Exhibit "A ", including but not limited to oil, gas, (including helium, carbon dioxide, and other commercial gases as well as hydrocarbon gases), and non hydrocarbon substances as well." 3.02 (b) [Insert] "...SAVE ONE: THAT CHADICK CAPITAL L.P. HAS ALREADY AGREED TO GRANT EXCLUSIVE RIGHTS TO ITS MINERAL INTEREST IN SAID PROPERTIES (DESCRIBED IN EXHIBITS "B 1 AND `B2 ") TO CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP IN THE FORM OF A "PAID UP OIL AND GAS LEASE "SIGNED MARCH 27, 2007. THE CITY ACKNOWLEDGES AND AGREES THAT IT IS AWARE OF THIS ONE EXCEPTION. `4.03' [Insertion of new point] Net Closing: Chadick Capital L.P. will not be responsible for any closing costs associated with the transaction proposed herein, whether through the properties' described exchange, and/or deriving from the issuance of Special Warranty Deed(s) and Quit Claim Deed(s) associated with this transaction. Chadick Capital L.P. requests that the City proffer all contract/deed forms — whether Quit Claim or Special Warranty for uniformity reasons as well as for expediency sake. Li/ #' Akv- nl AGREEMENT OF EXCHANGE OF PROPERTY THIS AGREEMENT OF EXCHANGE OF PROPERTY ( "Agreement ") is made by and between the City of Coppell, Texas ( "City "), a Municipal Corporation under the laws of the State of Texas, and Chadick Capital L.P. ( "Chadick "). I. Property Exchange 1.01 City to Chadick. City agrees to exchange and convey unto Chadick, and Chadick agrees to exchange and accept from City all of that certain tract of real property located in Dallas County, Texas, consisting of approximately sixteen thousand five hundred thirty -seven (16,537) square feet and being more particularly described in Exhibit "A," which is attached hereto and incorporated herein for all purposes, for the consideration and subject to the terms, covenants, conditions and provisions herein set forth. 1.02 Chadick to City. Chadick agrees to exchange and convey unto City, and City agrees to exchange and accept from Chadick all of that certain tract of real property located in Dallas County, Texas, consisting of approximately sixteen thousand five hundred thirty -seven (16,537) square feet and being more particularly described in Exhibits "Bl" and "B2" which are attached hereto and incorporated herein for all purposes, for the consideration and subject to the terms, covenants, conditions and provisions herein set forth. II. Consideration 2.01 Purchase Price. The purchase price and/or exchange to be paid for the sale, exchange and conveyance shall be as follows: (a) For the property described by metes and bounds in Exhibit "A," Chadick shall pay to the City the purchase /exchange price of ten dollars ($10.00); and as further consideration, Chadick shall convey unto City the property described in Exhi its "B l" and "B2 "; and D N`5r'T APp ) M Pox\I T] (b) For the property described by metes and bounds in Exhibits "B 1 " and "B2 ", City shall pay to Chadick the purchase /exchange price of ten dollars ($10.00); and as further consideration, City shall convey unto Chadick the property described in Exhibit "A." ADDlg4,i ?rj Inspection 3.01 Inspection Obligations. (a) Chadick and Chadick's Contractors shall: (i) not disturb the tenants, if any, of the Property; (ii) not damage any part of the Property; (iii) nor injure or otherwise cause Page 1 10757 bodily harm to City, its agents, contractors, employees or tenants; (iv) maintain general liability (occurrence) insurance in terms and amounts satisfactory to City covering any accident arising in connection with the presence of the Chadick, its agents and representatives on the Property; (v) promptly pay when due the costs of all tests, investigations, and examinations done with regard to the Property; (vi) not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; and, (vii) restore the surface of the Property to the condition in which the same was found before any permitted inspections or tests were undertaken. The obligations of Chadick created pursuant to this Agreement are called "Chadick's Inspection Obligations." Notwithstanding any provision of this Agreement to the contrary, no termination of this Agreement shall terminate the Chadick's Inspection Obligations, and the limitations of damages as set forth in this Agreement shall not apply to any cause of action arising out of a breach of the Chadick's Inspection Obligations. (b) City and City's Contractors shall: (i) not disturb the tenants, if any, of the Property; (ii) not damage any part of the Property; (iii) nor injure or otherwise cause bodily harm to Chadick, its agents, contractors, employees or tenants; (iv) maintain general liability (occurrence) insurance in terms and amounts satisfactory to Chadick covering any accident arising in connection with the presence of the City, its agents and representatives on the Property; (v) promptly pay when due the costs of all tests, investigations, and examinations done with regard to the Property; (vi) not permit any liens to attach to the Property by reason of the exercise of its rights hereunder; and, (vii) restore the surface of the Property to the condition in which the same was found before any permitted inspections or tests were undertaken. The obligations of City created pursuant to this Agreement are called "City's Inspection Obligations." Notwithstanding any provision of this Agreement to the contrary, no termination of this Agreement shall terminate the City's Inspection Obligations, and the limitations of damages as set forth in this Agreement shall not apply to any cause of action arising out of a breach of the City's Inspection Obligations. 3.02 Property Conveyed "AS IS ". (a) CHADICK ACKNOWLEDGES AND AGREES THAT CITY IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE (OTHER THAN CITY'S WARRANTY OF TITLE SET FORTH IN THE SPECIAL WARRANTY DEED TO BE DELIVERED AT CLOSING), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OF ACCESS, INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS , VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY INCLUDING, WITHOUT LIMITATION: (A) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY; AND (B) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY. CHADICK AGREES THAT WITH RESPECT TO THE PROPERTY, Page 2 10757 CHADICK HAS N RELIED ON AND WILL NOT RELY UPON, EITHER DIRECTLY 0 INDIRECTLY, ANY STATEMENT, REPRESENTATION OR WARRAN OF CITY OR ANY A ENT OF CITY. CHADICK REPRESENTS THAT IT IS Or KNOWLEDGEABLE OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF CHADICK'S CONTRACTORS, AND THAT CHADICK WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME, AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY CHADICK'S INSPECTIONS AND INVESTIGATIONS. CHADICK ACKNOWLEDGES AND AGREES THAT UPON CLOSING, CITY SHALL SELL AND CONVEY TO CHADICK AND CHADICK SHALL ACCEPT THE PROPERTY AS IS, WHERE IS, WITH ALL FAULTS, AND CHADICK FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY CITY, ANY AGENT OF CITY OR ANY THIRD PARTY. THE TERMS AND CONDITIONS OF THIS SECTION SHALL EXPRESSLY SURVIVE THE CLOSING AND NOT MERGE THEREIN AND SHALL BE INCORPORATED INTO THE SPECIAL WARRANTY DEED. CITY IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. (b) CITY ACKNOWLEDGES AND AGREES THAT CHADICK IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE (OTHER THAN CHADICK'S WARRANTY OF TITLE SET FORTH IN THE SPECIAL WARRANTY DEED TO BE DELIVERED AT CLOSING), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OF ACCESS, INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS , VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY INCLUDING, WITHOUT LIMITATION: (A) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY; AND (B) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY. CITY AGREES THAT WITH RESPECT TO THE PROPERTY, CITY HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY STATEMENT, REPRESENTATION OR WARRANTY OF CHADICK OR ANY AGENT OF CHADICK. CITY REPRESENTS THAT IT IS A KNOWLEDGEABLE CITY OF REAL ESTATE AND THAT IT IS Page 3 10757 RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF CITY'S CONTRACTORS, AND THAT CITY WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME, AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY CHADICK'S INSPECTIONS AND INVESTIGATIONS. CCITY ACKNOWLEDGES AND AGREES THAT UPON CLOSING, CHADICK SHALL SELL AND CONVEY TO CITY AND CITY SHALL ACCEPT THE PROPERTY AS IS, WHERE IS, WITH ALL FAULTS, AND CITY FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY CHADICK, ANY AGENT OF CHADICK OR ANY THIRD PARTYTHE TERMS AND CONDITIONS OF THIS r �„ r SECTION SHALL EXPRESSLY SURVIVE THE CLOSING AND NOT MERGE ' THEREIN AND SHALL BE INCORPORATED INTO THE SPECIAL WARRANTY O DEED. CHADICK IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL } .1/∎1 OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. 3.03 Environmental Studies. (a) As additional consideration for the transactions contemplated herein, Chadick agrees that it will provide to City immediately following the receipt of same by Chadick copies of any and all reports, tests or studies involving hazardous materials (hereafter defined) on, under or at the Property which reports, tests or studies shall be addressed to both the City and Chadick at no cost to City; provided, however, Chadick shall have no obligations to cause any such tests or studies to be performed on the Property. (b) As additional consideration for the transactions contemplated herein, City agrees that it will provide to Chadick immediately following the receipt of same by City copies of any and all reports, tests or studies involving hazardous materials (hereafter defined) on, under or at the Property which reports, tests or studies shall be addressed to both the Chadick and City at no cost to Chadick; provided, however, City shall have no obligations to cause any such tests or studies to be performed on the Property. 3.04 Release and Indemnity. (a) CHADICK RELEASES, INDEMNIFIES AND HOLDS CITY HARMLESS FROM ALL CLAIMS, CAUSES OF ACTION AND EXPENSES (INCLUDING THOSE ASSERTED AGAINST OR INCURRED BY CITY) WHICH ARISE OUT OF OR RELATE TO THE PRESENCE, GENERATION, TREATMENT OR DISPOSITION OF HAZARDOUS MATERIALS ON, UNDER OR AT THE PROPERTY Page 4 10757 OR ANY PROPERTY NEAR THE PROPERTY. THIS SECTION SHALL SURVIVE CLOSING UNTIL FULLY PERFORMED. (b) CITY RELEASES, INDEMNIFIES AND HOLDS CHADICK HARMLESS FROM ALL CLAIMS, CAUSES OF ACTION AND EXPENSES (INCLUDING THOSE ASSERTED AGAINST OR INCURRED BY CHADICK) WHICH ARISE OUT OF OR RELATE TO THE PRESENCE, GENERATION, TREATMENT OR DISPOSITION OF HAZARDOUS MATERIALS ON, UNDER OR AT THE PROPERTY OR ANY PROPERTY NEAR THE PROPERTY. THIS SECTION SHALL SURVIVE CLOSING UNTIL FULLY PERFORMED. IV. Survey 4.01 Chadick Survey. Within fifteen (15) days after the Effective Date, City shall deliver to Chadick the Existing Survey. City shall authorize the person or company (the "Surveyor(s) ") who prepared the Existing Survey to cooperate with Chadick in making any changes or additions (collectively, "Survey Modifications ") to the Existing Survey which Chadick reasonably requests; provided, however, (a) City shall not have any obligations to cause any Survey Modifications to be done, (b) Chadick shall pay costs of the Survey Modifications, and (c) the Survey Modifications shall not be conditions to Chadick's obligations pursuant to this Agreement. Additionally, Chadick may engage another surveyor to prepare the Chadick's Survey at Chadick's expense. 4.02 City Survey. Within fifteen (15) days after the Effective Date, Chadick shall deliver to City the Existing Survey. Chadick shall authorize the person or company (the "Surveyor(s) ") who prepared the Existing Survey to cooperate with City in making any changes or additions (collectively, "Survey Modifications ") to the Existing Survey which City reasonably requests; provided, however, (a) Chadick shall not have any obligations to cause any Survey Modifications to be done, (b) City shall pay costs of the Survey Modifications, and (c) the Survey Modifications shall not be conditions to City's obligations pursuant to this Agreement. Additionally, City may engage another surveyor to prepare the City's Survey at City's expense. 4.0 3, ----�z �- 9�" I . '1 Deed 5.01 Quitclaim Deed. J (a) Within fifteen (15) days after the Effective Date, City shall deliver to Chadick a Quitclaim Deed to the property described in Exhibit "A." (b) Within fifteen (15) days after the Effective Date, Chadick shall deliver to City a Quitclaim Deed to the property described in Exhibits "B1" and "B2 ". Page 5 10757 VI. Remedies 6.01 City's Remedies. In the event Chadick fails to perform its obligations pursuant to this Agreement for any reason except failure by City to perform hereunder, City shall be entitled to terminate this Agreement. In the event of Chadick's default or a termination of this Agreement, and notwithstanding anything in this Section to the contrary, City shall have all remedies available at law or in equity in the event that Chadick or any party related to or affiliated with Chadick asserts any claims or right to the Property that would otherwise delay or prevent City from having clear, indefeasible and marketable title to the Properties. Nothing in this Section shall limit City's recovery arising out of a breach of Chadick's Inspection Obligations, Chadick's obligations pursuant to Section 7.04 or any obligations of Chadick arising subsequent to the Closing. 6.02 Chadick's Remedies. In the event City fails to perform its obligations pursuant to this Agreement for any reason except failure by Chadick to perform hereunder, Chadick shall be entitled to terminate this Agreement. In the event of City's default or a termination of this Agreement, and notwithstanding anything in this Section to the contrary, Chadick shall have all remedies available at law or in equity in the event that City or any party related to or affiliated with City asserts any claims or right to the Property that would otherwise delay or prevent Chadick from having clear, indefeasible and marketable title to the Properties. Nothing in this Section limit Chadick's recovery arising out of a breach of City's Inspection Obligations, City's obligations pursuant to Section 7.04 or any obligations of City arising subsequent to the Closing. 6.03 Attorney's Fees. In the event any litigation arises out of this Agreement between the parties hereto, the non - prevailing party shall pay the prevailing party all reasonable attorneys' fees and expenses expended or incurred in connection with such litigation. VII. Miscellaneous 7.01 Entire Agreement. This Agreement contains the entire agreement of the parties hereto. There are no other agreements, oral or written, and this Agreement can be amended only by written agreement signed by the parties hereto, and by reference made a part hereof. 7.02 Binding Agreement; Assignment. This Agreement, and the terms, covenants, and conditions herein contained shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. Chadick may not assign its rights under this Agreement without City's prior written consent, which consent may be withheld in City's sole discretion. 7.03 Effective Date. The Effective Date of this Agreement shall be the date on which this Agreement is fully executed by both City and Chadick. 7.04 Notice. Any notice required or permitted to be delivered hereunder may be given by personal delivery to the party entitled thereto, by facsimile transmission with electronic Page 6 10757 confirmation, or by any courier service which guarantees overnight, receipted delivery, addressed to City or Chadick, as the case may be, at the address set forth below or at such other address for a party as such party may specify in writing to the other party from time to time in accordance with the further provisions of this Section. Any notice given to the proper address will be deemed to have been received on the earlier of (i) actual receipt, or (ii) the first business day following deposit with an overnight courier service which guarantees receipted delivery. For the purposes of notice, the addresses of the parties shall, until changed as hereinafter provided, be as follows: City: City of Coppell ATTN: Jim Witt, City Manager 255 Parkway Boulevard P. 0. Box 9478 Coppell, Texas 75019 with copy to: Robert E. Hager Nichols, Jackson, Dillard, Hager & Smith, LLP 1800 Lincoln Plaza 500 N. Akard Dallas, Texas 75201 Facsimile: 214- 965 -0010 Chadick: Chadick Capital L.P. % Chadick Capital Management 3201 Lovers Lane Dallas, TX 75225 -7627 The parties hereto shall have the right from time to time to change their respective addresses, and each shall have the right to specify as its address any other address within the United States of America by at least five (5) days written notice to the other party. 7.05 Time. Time is of the essence in all things pertaining to the performance of this Agreement. 7.06 Place of Performance. This Agreement is made and shall be performable in Dallas County, Texas, and shall be construed in accordance with the laws of Texas. 7.07 Section Headings. The section headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several sections hereof. Page 7 10757 7.08 Authority of City and Chadick. City represents, warrants and covenants to and with Chadick that City has full right, power and authority to enter into this Agreement and, at Closing, will have full right, power and authority to consummate the conveyance provided for herein. Chadick represents, warrants and covenants to and with City that Chadick has full right, power and authority to enter into this Agreement and, at Closing, will have full right, power and authority to consummate the conveyance provided for herein. EXECUTED on this 28 *y of �� � , 2007. CITY: CITY OF COPPELL, TEXAS I V By: Ji ► . � ��City Manager AlO EXECUTED on this $ day of , 2007. CHADICK: Fog CHADICK CAPITAL L.P. R )*L y: Ka. (4. a d) immitm F a l i R.. Clew/lick) Fret; id eo ` C-4 C etaidk C' pihiI r'1 an►ctoeMesti2} - , L.L Page 8 10757 STATE OF TEXAS § COUNTY OF DALLAS § This instrument was acknowledged before me on the d day of , 2007, by on behalf of Chadick Capital L.P., a limited partnership, on behalf f said Gzh0rr,3 110,rr entities. a i.'"•' P"F;;. PAULA J. CROCKER " MY COMMISSION EXPIRES (,!^r, �,: October 17, 2008 (t— NO ARY PUBLIC, Sta of Texas My Commission Expires /o P age 9 10757 STATE OF TEXAS § COUNTY OF DALLAS § This instrument was acknowledged before me on the 28 day of d ,/, 2007, by Jim Witt, City Manager of the City of Coppell, Texas, a Texas municipality, on behalf of said municipality. a(c4a,.. • A--6( NOTARY PUB, State of Texas My Commission Expires O „ LIBBY BALL Notary Public � State x 9rF OF SE+ Comm. Expires of Te 06 .ii -2008 Page 10 10757 Page 1 of 3 EXHIBIT "A" BOUNDARY SURVEY CITY OF COPPELL, TEXAS Being 0.380 acre (16,537 square feet) tract of land, more or less, situated in County of Dallas, State of Texas, and being out of the James A. Simmons Survey, Abstract No. 1296, and being a portion of that certain called 0.5372 acre tract of land, known as Tract V, conveyed by Crescent Real Estate Equities Limited Partnership to City of Coppell, Texas by deed recorded in Volume 2003094, Page 00797, of the Deed Records of Dallas County, Texas (D.R.D.C.T.), which 0.380 acre tract of land, more or less, is more particularly described as follows: COMMENCING at a 1/2 inch iron rod found for the Northwest corner of said Tract V and the Northeast corner of a tract of land conveyed to Camille Juraszek by deed recorded in Volume 99100, Page 00674, D.R.D.C.T., said 1/2 inch iron rod being in the South right -of- way line of Bethel Road (a variable width right -of -way); THENCE, North 89° 21' 54" East, along the common North line of said Tract V and the said South line of Bethel Road, at 30.97 feet passing a 5/8 inch iron rod with plastic cap stamped "Transystems Corporation" found, in all a total distance of 113.17 feet to a 5/8 inch iron rod with plastic cap stamped "Transystems Corporation" found for the Northwest corner of herein described 0.380 acre tract and being the POINT OF BEGINNING; THENCE, North 89° 21' 54" East, continuing along said common line, a distance of 66.74 feet to a 1/2 inch iron rod found for the Northeast comer of herein described 0.380 acre tract and the northernmost Northeast corner of a tract of land conveyed to Chadick Capital, L.P. by deed recorded in Volume 99114, Page 08117, D.R.D.C.T.; THENCE, South 00° 48' 37" East, departing said common line and along the common East line of said Tract V and a West line of said Chadick tract, a distance of 129.82 feet to a 5/8 inch iron rod with plastic cap stamped "Transystems Corporation" set for the Southeast corner of herein described 0.380 acre tract and an interior corner of said Chadick tract; THENCE, South 89° 21' 54" West, departing said common line and along the common South line of said Tract V and a North line of said Chadick tract, a distance of 179.67 feet to a 1/2 inch iron rod found for the southernmost Southwest corner of herein described 0.380 acre tract, the southernmost Northeast corner of said Chadick tract and being in the East line of said Jurazek tract, from which a 1/2 iron rod found for the Southeast comer of said Jurazek tract bears South 00° 54' 56" East, a distance of 49.43 feet; THENCE, North 00° 54' 56" West, departing said common line and along the common West line of said Tract V and the East line of said Jurazek tract, a distance of 9.60 feet to a 5/8 inch iron rod with plastic cap stamped " Transystems Corporation" found for the northernmost Southwest corner of herein described 0.380 acre tract, from which a 5/8 inch iron rod with plastic cap stamped "Transystems Corporation" found bears North 00° 54' 56" West, a distance of 87.32 feet; Page 2 of 3 THENCE, North 42° 29' 07" East, departing said common line and across said Tract V, a distance of 164.70 feet to the POINT OF BEGINNING and containing 16,537 square feet or 0.380 acre of land. NOTE: Plat to accompany legal description. That I, David L. Dawson, a Registered Professional Land Surveyor in the State of Texas, hereby states that this survey was made from an actual on the ground survey made in December, 2006 under my supervision, that all monuments exist as shown hereon and this survey substantially conforms with the current professional and technical standards as set forth by the Texas Board of Professional Land Surveying. David L Dawson ` M * (. \OD t D yvS ON Registered Professional Land Surveyor 4672 %: Texas Registration Number 4672 < A`LIfi XI s.10 EXHIBIT "A" JOHN VEST SURVEY, A -1508 BILLY J. HARWELL VOL. 67004, PG. 0562 CHADICK CAPITAL, L.P. CHADICK CAPITAL, L.P. FIRST TRACT VOL. 99/14, PG. 08/04 VOL. 991/4, PG. 08/33 D.R.D.C.T. D.R.D.C.T. D.R.D.C.T. " EXISTING R.O.W. — ___ -- BETHL1 ROAD N 89 "E 30.97' — (VARIABLE--WIDTH- ROW) APPROX. SURVEY LINE P.O.C. - %"CIRF STAMPED / • • • EXISTING R.0.W . — TRANSYSTEMS /z IRF EXISTING R.O.W. APPROX. 777' TO '/ /RF N 89 2/' S4' E 4/ ;, , r � ' . FREEPORT PKWY. 113.17' Q1 /� ' ,s,' Y / o- Luo N 0 (c 04 ' - .- cc ci c Q, ,, 1 '1,4 ?Pov ©P ?, '1 Q , ° C ..._.,g),(2) inti itl 4 E °1�1 . ;� G / O U 2 O '3 ®x '' fr "bbb ^ } }.o 5 r / �� t �' , , ' 1 /0) � � 144' � 1c1 t . '° � i ' , CHADICK CAPITAL, L.P. VOL. 99114 PG. 08117 aVai- �� _ ' D.R.D.C.T. , , "IRF 5 " C!R S PED NSYS TEMS TAM SET DRAINAGE EASEMENT VOL. 801/9 PG. 2116 � -S 0' 54' 3 6 " E D.R.D.C.T. ) e) /Z IRF N JAMES A. SIMMONS SURVEY, A -1296 NOTE, Lego/ descrlpt/on to occanpary plot NOTE: Bear(rgs Bosed on Clty of Coppe // Geodetic Control Network (Stations I, 3 & 41, NAD 83' Datum, Texas State Pl Coordinate System, North Centro/ Zone, with o// distances and coordinates ad lusted to surface using Scale -` Feel Surface Adjustment Factor of 1.000/2. NOTE: Tlzs surveyor Ins not ahsirocted sub property, therefore, every easement of record (whether recorded or 0 25 50 75 unrecorded) moy not De stzxvn hereon. LEGEND EXHIBIT "An 0 - Set 7'g' Iron rod w /plastic cap stomped P.0.8. • Point of Beginning 'Tronsystems Corporation' P.O.C. • Point of Commencing AN EXHIBIT SHOWING o - Marker found os noted D.R.D.C.T. • Deed Records. Dallas County, Texas /6,537 SQUARE FEET RCC • Reconstructed corner P. R. D. C. T. • Plat Records, Dallas County, Texas 0.380 ACRES TeavSysTEr,1s % 500 WEST SEVENTH ST., SUITE 1100 BEING A PORTION OF CG�2f2A770/V/ //� FORT WORTH, TX 76102 CITY OF COPPELL, TEXAS C O N S U L T A N T S f817J 339-8950 TRACT V DRAWN BY CHECKED BY SCALE PAGE DATE JOB NUMBER VOL. 2003094, PG. 00797 D.R.D.C.T. D. C. T. JAK DLD 1 "- 50' 3 OF 3 DEC, 2006 20000890 Page 1 of 3 EXHIBIT "Bl" DRAINAGE EASEMENT CHADICK CAPITAL, L.Y. Being 0.274 acre tract of land, more or less, situated in County of Dallas, State of Texas, and being out of the John Vest Survey, Abstract No. 1508, and being a portion of that certain called .86 acre tract of land conveyed by GEORGE A. CHADICK and WIFE, HALLIE R. CHADICK to CHADICK CAPITAL, L.P. by deed recorded in Volume 99114, Page 08104, of the Deed Records of Dallas County, Texas (D.R.D.C.T.), which 0.274 acre tract of land, more or less, is more particularly described as follows: COMMENCING at a 1/2 inch pipe found for the Northeast comer of said .86 acre tract and the Northwest corner of a tract conveyed to CHADICK CAPITAL, L.Y. by deed recorded in Volume 99114, Page 08133, D.R.D.C.T., said 1/2 inch pipe being in the South line of a tract of land conveyed to MICHAEL S. CHASE AND GRACIELA P. CHASE, HUSBAND AND WIFE, by deed recorded in Volume 95243, Page 02071, D.R.D.C.T.; "THENCE, North 89° 53' 03" West, along the common North line of said .86 acre tract and the South line of said MICHAEL S. CHASE AND GRACIELA P. CHASE HUSBAND AND WIFE tract, a distance of 82.80 feet to a 5/8 inch iron rod with plastic cap stamped "Transystems Corporation" set for the Northeast corner of herein described Drainage Easement and being the POINT OF BEGINNING; THENCE, South 1 1 ° 13' 05" West, departing said common line and across said .86 acre tract, a distance of 9.62 feet to a 5/8 inch iron rod with plastic cap stamped "Transystems Corporation" set for an angle point on the East line of herein described Drainage Easement; THENCE, South 00° 13' 09" West, continuing across said .86 acre tract, a distance of 189.06 feet to a 5/8 inch iron rod with plastic cap stamped "Transystems Corporation" set for the Southeast corner of herein described Drainage Easement in the South line of said called .86 acre tract and the North right -of -way line of Bethel Road (a variable width right -of -way), from which the reconstructed Southeast corner of said .86 acre tract bears South 89° 53' 03" East, a distance of 145.00 feet; THENCE, North 89° 53' 03" West, along the common South line of said .86 acre tract and the said North right -of -way line of Bethel Road, a distance of 60.00 feet to a 5/8 inch iron rod with plastic cap stamped "Transystems Corporation" set for the Southwest corner of herein described Drainage Easement and the reconstructed Southwest corner of said .86 acre tract; Page 2 of 3 THENCE, North 00° 13' 09" East, departing said common line and along the West line of said .86 acre tract, at 1.97 feet passing a % inch iron pipe and in all a distance of 194.94 feet to a 5/8 inch iron rod with plastic cap stamped "Transystems Corporation" set for an angle point on the West line of herein described Drainage Easement and a reconstructed comer of said d .86 acre tract and being in the East line of a tract of land known as Tract II conveyed to Srena Melton Petitt by deed recorded in Volume 98069, Page 01628, D.R.D.C.T.; THENCE North 11° 13' 05" East, along the common line of said .86 acre tract and said Tract II, 3.62 feet to a 5/8 inch iron rod with plastic cap stamped "Transystems Corporation" set for the Northwest corner of herein described Drainage Easement and the reconstructed Northwest corner of said .86 acre tract, the most southerly Southwest corner of said MICHAEL S. CHASE AND GRACIELA P. CHASE tract and being in the East line of said Tract II; THENCE, South 89° 53' 03" East, departing said common line and along common said North line of said .86 acre tract and the South line of said MICHAEL S. CHASE AND GRACIELA P. CHASE tract, a distance of 61.14 feet to the POINT OF BEGINNING and containing 11,917 square feet or 0.274 acre of land. NOTE: Plat to accompany legal description. 4 , \ /A kis H . 4 « 4403 ,. ..i '" ` -09-6 4--- EXHIBIT "B1" JOHN VEST SURVEY. A MICHAEL S. CHASE AND 1 CRENA MEITON PET/TT GRACIELA P. CHASE VOL. 98069. PG. 01628 HUSBAND AND WIFE CHADICK CAPITAL, L P. - VOL, 99 PG. 08111 1 TRACT 1 D.R.D.C.T. VOL. 95243, PG. 02071 D.R.D.C.T. D.R.D.C.T. P.O.C. 7 s e9 03' E 61.14' 1 _ ,- .4.'lltrrrsar 80' N 8 8 9` 5303' W , .,! ' ., 1,1. 7i ft. 4 Ni. 2. SRENA MELTON PETITT W ' 1.v ' . 4 440, ft° , * i ' P.0.8. VOL. 98069, PG. 01628 TRACT Ti „ : 4.1 ,'.: f A, '4, , 4 ,,. N. t ,411, , „ i D.R.D.C.T. 4 4 .1 4%, 1711 ., i, l'i t, 1 1 1 VtiCV- z1.1-i 1 CHADICK CAPITAL, L.P. BILLY J. HARWELL VOL. 67004. PG. 0562 „,..' ,4,i DRAIN 4 R AG 4144.it,i RESIDUE OF `44 ''- 4 1 , 4W4 8,917 SQUARE FELT SECOND TRACT .41 4 , ' ,41 ' 4 . 4 i 4 l.:1'-fly• D.R,D.C.T. 7„t-ti,,,,:,- z , i " - CHAD/CK CAPITAL. L.P. i- A#4,14414411444144f*, VOL , 99114, PG. 08133 D.R.D.C.T. : , ;,. In ,,,t4r444X640.11,r. ' 0 4 4 ''" 1.,,4144411g4.44.1.41 8 4 OF i . 4k t.A.,. T* i i *ir ..1 '.. 4 ( • *,, ,,,? 1 4 . • O tT69 :$'1 IA BILLY J. HARWELL (1) , 4.5.4'41, . * , VOL. 67004. PG. 0562 t,, , , ,V4. ° ;' - i'ed" 1 . . . . . . . FIRST TRACT 1 41: C VOL. ADIC AP ,, ITAL, L.P. "qm j-t, D.R.D.C.T. , tiiht pQ, 08104 \t 4 ' 4. iflt D.R.D.C.T. s .t ,- wi M . * # / ' Ni, :7',.„ V t . * ; 4 . , k , , Val .' ' ° A ' ' ' 5 89' 5.3' 03* E , 148.00' '`1"\ . \-- -- -- EXISTING .0.W. EIFTHEL ROAD (VARIABLE WIDTH ROW) APPROX. SURVEY LINE .... _ - .. — ,---....— — .... ......_____ _ .......... EXISTING R.O.W. _ ..... „ CITY OF COPPELL, TEXAS VOL. 2003094. PG. 00797 VOL. 99114. PG. 08117 TRACT V D.R.D.C.T. D.R.D.C.T. it 1-1 CHAD/CK CAF XISTING R.0.W. L.P. E ' to JAMES A. SIMMONS SURVEY, A-I296 NOTE, Woo description °cure:0W Otot t 1Stottow i 3 & 41. NAD 8_1' Datum, Texas Slate NOTE, EtearitVs 1347,sed as . Cl ty c e Coeval; Geaderc l Coroi tietwOr • 1 it wino a cal ws .-- eet Se F Plane dl System, kWh Central Zane, with oil distance and coordinates adjusted 10 sur $ty* fader cf 1.00042. 0 25 50 75 morf.ria 1)23 rEt ob.strocted 50, leaf Axccerly. Ineretcre. every easement ct record (Wetter recorded o ....w.w.w....w.....__ .............. unreardeca Mr nY te shown harem. LEGEND EXHIBIT "Bl • se Viper rad ./oestic cop stamped f'.O.B. • Pant al &filming •Tronsystems CorgratiOT P O.C. • Part of Ccnotetritv DRA I NA GE EASEMENT . • matter found as noted D Ict D.C. T. Deed Reccrds. Dallas Carly. Texas Kr • Reconstructed car her P.R.D.C. r.• Plot Reards, Dees Catty. Texas ra4vvSys7r-A4s A i x 500 WE 51 SEVENTH ST . ,Sua E 600 CHA 0 1 CK CAP I TA L, L. P. 7 .j ,1',.=--... FORT WORTH, TX 7610? ----- (8171339-8950 CON .UL ANTs O. .274 ACRE DRAWN BY CHECKED BY SCALE PACE DATE ,C18 NuuBER • – .141( ji tP r- 97 3 01 3 JUNE, 2004 20000890 , .. EXHIBIT "B2" LEGAL DESCRIPTION PERMANENT RIGHT -OF -WAY BEING 0.106 acre of land located in the J. P. VEST SURVEY, Abstract No, 1408, Coppell, Dallas County, Texas, and crossing the Tract of land conveyed to Chadick Capital, L.P. by the deed recorded in Volume 99114, Page 8133 of the Deed Records of Dallas County, Texas. Said 0.106 acre of land being more particularly described by metes and bounds, as follows: COMMENCING at the Northeast corner of said Chadick Capital, L.P. Tract, and said POINT OF BEGINNING lying in the centerline of Coppell Road; THENCE S 88° 56' 525" E 32.17 feet, along the North boundary line of said Chadick Capital, L.P. Tract, to a point in the West prescriptive right - of -way line of said Coppell Road; THENCE S 00° 18' 50" E 22.68 feet, along the West prescriptive right -of- way line of said Coppell Road to THE POINT OF BEGINNING, THENCE S 00° 18' 50" E 172.73 feet, along the West prescriptive right - of -way line of said Coppell Road to a point at the intersection of the North prescriptive right -of -way line of Bethel Road; THENCE S 89° 20' 04" W 190.09 feet, along the North prescriptive right - of -way line of said Bethel Road, to a point in the West boundary line of said Chadick Capital, L.P. Tract; THENCE N 00° 18' 50" W 2.99 feet, along the West boundary line of said Chadick Capital, L.P. Tract, to a ' /z" iron rod set in the new North right -of- way line of said Bethel Road; THENCE along the new North right -of -way line of said Bethel Road, as follows: 1. N 89° 20' 04" E 150.85 feet, to a '/2" iron rod set; 2. N 44° 32' 49" E 22.71 feet, to a 1 /2" iron rod set in the new West right -of -way line of aforesaid Coppell Road; THENCE N 00° 14' 27" W 153.59 feet, along the new West right -of -way line of said Coppell Road, to a point; THENCE N 88° 56' 52" E 23.02 feet, to THE POINT OF BEGINNING, containing 0.106 acre (4,620 square feet) of land. I EXHIBIT "B 21 BRrrrAm & CRAWFORD LA/40 SUMEY910 it PERMANENT RIGHT -OF -WAY TOPOGRAPHIC WPM (8171 816-0211 - X1110 till?) 41111-011/ MX N•. (117) 925 -6347 P.O. 1091 11774 0 7105 501T11 FREEWAY F 0117 1aR1M, It %M 18 110 F3WL drrdA6r6iJn-vanfardmn W CHAOICK CAPITAL, LP. Z �((�� VOL. 99114, PC. 8111 23 ,,((� � M D.R.D.C.T. >1 POINT k)s 110 1 ilk 1 INT COMMENCING 5 Gt 1 to NORTHEAST CORNER OF J Y ( P C ADICK CAPITAL LP, C j S 88•58'521V TRACT Q. Pg N 88 ° 56 ' 52"E 32.17' • 23.02 - - - • -, S 00 "E PERMANENT RIGHT -OF -WAY LINE ..---~ -2`.88 3 POINT OF CHADICK CAPITAL, LP. z M BEGINNING VOL 99114, PG.8140 I CHADICK CAPITAL, LP. >^ N. 6 0 oN4 D.R.D. C. T. VOL 99114, PG.8133 N 3 n JI 0 o � r 1 D.R.D.C.T. `t M o o Ce P� , -in 1 Lai 0 , 41' � 4-k Nt WILLIAM MARK HARWELL 1:AANENT RIGHT—OF—WAY O J AND 0.1 8 ACRE / 4,620 SQ. . z p W G JAMES TODD HARWELL o F rr VOL 97076, PG.3700 1 I N 44 r 32 49 E o° a 0 �, P D.R.D.C.T. I 22.71' & O ul O P 1-1/4" PIPE 1 /2" IRON RODS SET N sn 0 LI FOUND \ N 00 °18'50 "W ' NO" _ _ _ 2.99 89 °20'04 "E 150. ° • PERMANENT RIGHT -OF -WAY UNE S 89 °20'04 "W 190.09' SURVEY LINE _ _ _ T SURVEY UNE CENTERLINE OF BETHEL ROAD BETHEL ROAD I I itlq jp�� {{��, �/�P d t^T hP SURVEYED ON THE GROUND MARCH 21, 2007 CITY OF COPPELL VOL 2003094, PC. 797 D.R.D.C.T. y �{ eld41'W) L. BRUTTAIN 5 c' nAG REGISTERED PROFESSIONAL 60 P �S�` s A TEXAS NO. 1674 P c OFT` � . r /< JAMES L BRITTAIN 1 .) 1674 r /1 4. ° Ptssto r yG r ..., SURD,.• SCALE 1"- 80' (DOC) \SU \COPPELL\ROW -DOCS \ ROW -98\