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Prologis Park-CS150908Line: W R/W#: 11 PDA_8_19_2014 RELOCATION AGREEMENT THIS AGREEMENT is between Atmos Energy Corporation ("Atmos"),5420 LBJ Freeway, Suite 1700, Dallas, Texas 75240 and the City of Coppell, Texas ("City"), located at 255 Parkway Boulevard, P.O. Box 9478, Coppell, Texas 75019- 9478 and is effective as of the Effective Date. (City and Atmos sometimes hereafter collectively referred to as "the Parties" or individually as "Party") RECITALS Atmos owns and operates a 24 - inch diameter natural gas pipeline ("Pipeline") that is located within that certain property in Dallas County Texas owned by in part by City and in part by Prologis, L.P. ("Owner"), in a forty foot (40.0') -wide easement as recorded in Vol. 215, Page 189, as partially released in Vol. 97184, Page 130, both in Deed Records, Dallas County, Texas (the "Existing Easement"). 2. City intends to construct a public right of way adjacent to and in an area that will encroach into the Existing Easement; therefore the Pipeline must be relocated at the actual cost and expense of City. 3. A replacement 60' wide easement (the "New Easement") has been provided to Atmos by Owner in the form attached hereto as Exhibit "A" and has been executed by the Owner prior to relocation of the Pipeline. Surveyed easement exhibits have been provided by City and accepted by Atmos. NOW THEREFORE, in consideration of these recitals and the mutual promises in this Agreement, the sufficiency of which are acknowledged, Atmos and City agree as follows: 1. Atmos has prepared a good faith Ballpark Cost Estimate in the amount of $2,125,434.54 to relocate the Pipeline and will provide a copy of said estimate to Requestor, a copy of which is attached hereto as Exhibit "B" and incorporated herein by reference. 2. Prior to requesting bids for the Pipeline relocation project, Atmos will provide the proposed plans and specifications to City for its review and approval Page 1T -Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas (kbl:7/23/14:67156) (which shall not be unreasonably withheld, delayed, or denied) so that City can confirm that such design is consistent with City's roadway design, including certain elevations. Not later than thirty days following Atmos' completion of the plans and specifications for the Pipeline relocation, estimated to be August 15, 2014, Atmos will competitively bid the Pipeline relocation project to contractors and will select the lowest qualified bidder. 3. Not later than thirty (30) days after Atmos' selection of a contractor, Atmos will begin, or cause such contractor to begin, the relocation of the Pipeline and will use diligent efforts to complete or cause the contractor to complete, the relocation of the Pipeline as promptly as reasonably possible. 4. Not later than 120 days after completion of the relocation of the Pipeline, Atmos will provide Requestor with a detailed invoice of the actual cost of the relocation of the Pipeline. City agrees to pay Atmos for the cost to relocate the Pipeline not later than thirty (30) days following City's receipt of the detailed invoice. 5. Not later than ninety (90) days after completion and acceptance of the relocated Pipeline by Atmos and the receipt of payment from City pursuant to Section 4, above, Atmos agrees to terminate, release, and quitclaim all of Atmos' right, title, and interest in the Existing Easement pursuant to a written instrument recorded in the Official Public Records of Dallas County, -Texas.-- 6. exas.- 6. Atmos hereby agrees to indemnify, defend and hold harmless the Owner, Prologis L.P. or its affiliates ("Prologis"), from and against any claims, causes of action, damages or other liabilities (including attorneys' fees) arising from the activities of Atmos or its employees, contractors, subcontractors, suppliers or any other party for whom Atmos may be legally liable on the Property during such Pipeline relocation, including without limitation, bodily injury, death or property damage of such employees, contractors, subcontractors, suppliers or others and mechanics' or materialmen's liens on Prologis' property. 7. Neither Party may assign its rights or obligations under this Agreement to any person without the prior written consent of the other Party to this Agreement, except that City shall have the right to assign its rights to Owner without the consent of Atmos. The provisions of this Agreement do not impart any rights enforceable by any person, firm, or organization not a Party or an assignee of a Party to this Agreement, except as expressly stated herein. 8. Any interpretation of this Agreement or any controversy related to this Agreement is governed by the laws of the State of Texas. Venue for any disputes Page 2 1 Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas (kbl:7/23/14:67156) arising from this Agreement resulting in the filing of a lawsuit between the Parties hereto shall be in a state court of competent jurisdiction in Dallas County, Texas, the personal jurisdiction to which the Parties hereby agree to submit. 9. No waiver by either Party of any one or more defaults by the other Party in the performance of any provision of this Agreement operates as a waiver of any future default or defaults, whether of a like or different character. 10. This Agreement represents the entire agreement of the Parties concerning the subject matter contained in this Agreement. No amendment or modification of this Agreement will be effective unless evidenced in writing signed by both parties to this Agreement. 11. Each Party represents that it has full capacity and authority to grant all rights and assume all obligations that is granted and assumed under this Agreement. 12. 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. 13. 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 Hager Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 500 North Akard, Suite 1800 Dallas, Texas 75201 If intended for Atmos, to: Attn: Paul Ashby Atmos Energy Corporation 5420 LBJ Freeway, Suite 1700 Dallas, TX 75240 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. Page 3 1 Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas (kbl:7/23/14:67156) 14. 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. 15. 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. 16. The exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. 17. This Agreement will be effective upon the date it is signed by authorized representatives of the Parties ("the Effective Date"). (Signatures on Following Page) Page 4 1 Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas (kbl:7/23/14:67156) SIGNED AND AGREED this 5 day of STi3�2 , 2014. CITY OF COPPELL, TEXAS I gAoFF •+*'Manager ATTEST: APPROVED AS TO FORM: Christel Pettinos, City Secret ry City Attorney SIGNED AND AGREED this 3rAday of 6Q4P_mb-e<- _,2014 Atmos Energy Corporation By: �)jt/m - — Sherry- Iley,vi -President-of----- -- Operations, Mid -Tex Division Page 51 -Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas (kbl:7/23/14:67156) Exhibit "A" New Pipeline Easement Page 1 Exhibit "A": Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas 11111111 111!1U!11L THE STATE OF TEXAS § COUNTY OF DALLAS § 201400183320 % EASEMENT 1116 Line: W R/W#: PIPELINE EASEMENT KNOW ALL MEN BY THESE PRESENTS: That for and in consideration of the sum of TEN DOLLARS ($10.00), and other good and valuable consideration paid by Atmos Energy Corporation, a Texas and Virginia corporation with its principal office at 5420 LBJ Freeway, Suite 1800, Dallas, Texas 75240, together with its successors and assigns (said entity and its successors and assigns are herein collectively called "Grantee") to the undersigned, Prologis, L.P., a Delaware limited partnership, whose address is 6250 N. River Road, Suite 1100, Attn: James E. McGill, Managing Director, Rosemont, Illinois 60018, the receipt of which is hereby acknowledged, the undersigned (herein called "Grantor" whether one or more) hereby grants, sells and conveys unto Grantee, a free and unobstructed right of way and exclusive easement for the purpose of laying, constructing, operating, maintaining, inspecting, repairing, replacing, changing the size of, relocating and changing the route or routes of, abandoning in place and removing at will, in whole or in part, a pipeline or pipelines and the appurtenances thereto, including the right to install additional pipelines and appurtenances in the future as may be necessary or convenient for Grantee, for the transportation of oil, gas, lignite and other fluids or substances, or any of them, and the products thereof, together with such above ground drips, valves, fittings, meters, pressure relief facilities, aerial markers, graphite and steel anodes, rectifier poles and other devices for the control of pipeline corrosion, and other appurtenances, all in compliance with applicable law, as may be necessary or convenient in the operation of said lines, over, across, under and upon the following described lands located in Dallas County, Texas to wit: 4.01 acres, more or less, being situated in the John E. Holland Survey, Abstract Number 614, City of Coppell, Dallas County, Texas and being part of that tract of land described as Tracts 1, 2 and 3 in deed to Prologis, L.P. as recorded in Instrument Number 201400166699 of the Deed Records of Dallas County, Texas (D.R.D.C.T.) and described with more particularity on Exhibit "A" attached hereto (the `Basement Area"). The right of way and easement herein granted within the Easement Area shall be variable in width as described by metes and bounds and as shown on Exhibit "A" attached hereto and made a part hereof. Grantee shall also be entitled to use an additional twenty-five feet (25') of Grantor's adjacent lands as reasonably necessary for Grantee's initial construction activities in relation to each of the rights granted herein. Such additional twenty-five feet (25') shall be for the duration of the initial construction of the pipeline only and Grantee shall be able to use either Page 1 Pipeline Easement — August 2010 Exhibit A to Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas - Page 2 side of the easement at the discretion of Grantee during initial construction activities, but in no event shall the total additional width on either side of the easement exceed twenty-five feet (25') when added together. It is further agreed as follows: 1. Grantee shall have the right to select the exact location of said pipelines and any future additional pipelines within said Easement Area, and to do such acts as may be reasonably requisite for the use and enjoyment of the rights herein granted, including the right of ingress and egress over Grantor's adjacent or additional lands to or from said Easement Area, so long as such additional acts do not unreasonably interfere with Grantor's use of such adjacent or additional lands. 2. Grantor further agrees not to change the grade, remove dirt from the surface of the Easement Area or impound water over the Easement Area without the prior written approval of Grantee. Grantee hereby agrees to allow certain uses and encroachments (collectively, "Permitted Uses"), including parking spaces and crossings, within the confines of the Easement Area as depicted or described on Exhibit `B" attached hereto and made a part hereof. The improvements associated with the Permitted Uses within the Easement Area must be constructed following Grantee's guidelines and procedures. No additional construction may occur, or be permitted to occur within the Easement Area without prior written consent of Grantee. The aforesaid consideration includes any and all damages that may be sustained by the original construction of said pipelines, including without limitation, cutting trees and damages to land, trees, buildings, fences, growing crops and grasses; however, after the original construction, Grantee will pay to the Grantor and any future owner of the land and, if leased, to its tenant(s), as they may be respectively entitled, actual damages done to fences and growing crops by reason of entry to repair, maintain and remove said pipelines, or for any future construction by Grantee, including but not limited to the laying of additional future pipelines. Should the amount of such damages contemplated by this paragraph not be agreed upon by Grantor (or a successor owner) and Grantee, then the amount of such damages shall be determined by final and binding arbitration before three disinterested arbitrators, with one arbitrator being appointed by Grantor, one arbitrator being appointed by Grantee, and the third arbitrator being appointed by the two other arbitrators. If not unanimous, the award may be determined by any two of the three arbitrators and shall be in writing and shall be non -appealable. A judgment upon any award rendered by the arbitrators may be entered by any state or federal court having jurisdiction thereof. Further, the aforesaid consideration includes the right of Grantee to install additional, future pipelines and appurtenances as Grantee, in its sole discretion, may determine to be necessary or convenient. 4. Grantee has the right to trim, cut down or eliminate trees or shrubbery to the extent, in the sole judgment of Grantee as may be necessary to prevent possible present or future interference with the convenient operation or convenient inspection of said lines and to remove possible present or future hazard to such lines, and the right to remove or prevent Page 2 Pipeline Easement— August 2010 Exhibit A to Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas - Page 3 the construction of any and all buildings, structures, reservoirs, or other obstructions on said Easement Area and to prevent activities on said Easement Area any of which, in the sole judgment of the Grantee may presently or in the future endanger or interfere with the efficiency, safety, convenient operation or convenient inspection of said lines and appurtenances, excepting the Permitted Uses which Grantee hereby permits. Landscaping and ornamental shrubbery shall be allowed to the extent outlined in the Special Provisions on Exhibit "C" attached hereto and made a part hereof. 5. If Grantee should abandon the rights granted herein and if such abandonment should continue for a continuous period of ten years, all rights of Grantee herein shall ipso facto terminate and revert to Grantor, its heirs, legal representatives, and assigns. 6. Grantor and Grantee agree that the failure to assert any right under this Pipeline Easement shall not constitute a waiver of any other right hereunder. Further, it is hereby agreed that any delay by Grantor in asserting any right granted it in this Pipeline Easement, regardless of the length of any such delay, shall not prevent Grantee from later asserting or otherwise enforcing that same right, including but not limited to the right to prevent or remove any encroachments within the easement area as provided in paragraph 4 above. 7. Both Grantor and Grantee hereby represent and warrant that they have read and have fully understood the terms of this Pipeline Easement, that they have had the opportunity to have same reviewed by an attorney, and that in entering into this Pipeline Easement they are relying solely upon their independent review and the advice of their respective counsel. Further, Grantor and Grantee acknowledge that this Pipeline Easement has been negotiated by the parties, and this Pipeline Easement shall be construed as one prepared by the joint efforts of Grantor and Grantee and shall not be construed against either party as the drafter. 8. The Special Provisions in Exhibit "C" attached hereto are incorporated herein and shall be binding on the parties hereto. 9. Upon completion of the relocation provided for herein, Atmos Energy will execute and deliver to Prologis, L.P., a full Release of Easement on the subject property for all previously existing easement as recorded on the Partial Release in Volume 97184, Page 130, D.R.D.C.T. TO HAVE AND TO HOLD the above described easements and rights unto the said Grantee, and Grantee's successors and assigns, until abandoned as provided for herein. This instrument and covenants and agreements herein contained shall constitute covenants running with the land, binding upon Grantor, its heirs, legal representatives, successors and assigns, for the benefit of Grantee, and Grantee's successors and assigns. Grantor hereby binds itself, its heirs, legal representatives and assigns to warrant and forever defend all and singular the above described easements and rights, unto the said Grantee, and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to Page 3 Pipeline Easement — August 2010 Exhibit A to Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas - Page 4 claim the same, or any part thereof, by, through, or under Grantor, but not otherwise, and subject to all matters of record as of the date hereof. It is hereby understood that the party securing this grant on behalf of Grantee is without authority to make any covenant or agreement not herein expressed. (Signature Page Immediately Follows) EXECUTED this 1 g PROLOGIS, Lam., a Delaware 1' ted partnership day of �u /� 52014. E. McGill, Managing Director STATE OF .1-1(i AO I S COUNTY OF Coo V, BEFORE ME, the undersigned authority, on this day personally appeared James E. McGill, Managing Director of Prologis, L.P., known to me to be the person(s) whose name is subscribed to the foregoing instrument and acknowledged to me that said person executed the same for the purposes and consideration therein expressed. G1VEN UNDER MY HAND AND SEAL OF OFFICE this I r day of A.D. 2014. Page 4 Pipeline Easement — August 2010 Exhibit A to Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas - Page 5 "OF� F�FICIA SEAL" COLLETTE S. AMABILE Notary Public in and for the State of V Notary Public, State of Illinois My Commission Expires Sept. 04, 2017 Commission No. 790812 Page 5 (Print Name of Notary Public Here) My Commission Expires: q r H —1-7 Pipeline Easement —August 2010 Exhibit A to Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas - Page 6 EXHIBIT A Exhibit A to Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas - Page 7 60 FOOT WIDE ATMOS GAS EASEMENT 4.01 ACRES (174,727 SQUARE FEET) JOHN E. HOLLAND SURVEY, ABSTRACT NUMBER 614 CITY OF COPPELL, DALLAS COUNTY, TEXAS BEING a 4.01 acre tract of land situated in the John E. Holland Survey, Abstract Number 614, City of Coppell, Dallas County, Texas, and being part of that tract of land described as Tracts 1, 2 and 3 in deed to Prologis, L.P. as recorded in Instrument Number 201400166699 of the Official Public Records of Dallas County Texas (O.P.R.D.C.T.) and being more particularly described as follows: COMMENCING at a found mag nail for the northeast corner of Lot 1, Block 1 of Coppell Trade Center, an addition to the City of Coppell, Dallas County, Texas as recorded in Instrument Number 200600078283, O.P.R.D.C.T., same being an "ell" corner of said Prologis tract; THENCE South 89 degrees 34 minutes 55 seconds West, with the common north line of said Lot 1, Block 1 and a southerly line of said Prologis tract, a distance of 6.08 feet to a for corner, said corner being the southeast corner of that tract of land described as Tract 1 in deed to the City of Coppell, as recorded in Instrument Number 201400166701, O.P.R.D.C.T., THENCE North 35 degrees 08 minutes 17 seconds West, departing said common line, and over and across said Prologis tract and with the east line of said City Tract 1, a distance of 64.75 feet to a 1/2 -inch set iron rod with blue plastic cap stamped "HALFF ESMT" (hereinafter referred to as "with easement cap") for the POINT OF BEGINNING of the tract of land herein described tract; THENCE continuing over and across said Prologis tract, the following bearings and distances: North 35 degrees 08 minutes 17 seconds West, departing said east line of City Tract 1, a distance of 273.44 feet to a 1/2 -inch set iron rod with easement cap for corner, said corner' being the point of curvature of a tangent circular curve to the left having a radius of 1,255.00 feet, and a chord that bears North 45 degrees 35 minutes 16 seconds West, a distance of 455.25 feet; Northwesterly, along said curve, through a central angle of 20 degrees 53 minutes 59 seconds, an are distance of 457.78 feet to a 1/2 -inch set iron rod with easement cap for corner; North 55 degrees 34 minutes 37 seconds West, a distance of 268.24 feet to a 1/2 -inch set iron rod with easement cap for corner, said corner being the point of curvature of a tangent circular curve to the right having a radius of 589.50 feet, and a chord that bears North 52 degrees 39 minutes 21 seconds West, a distance of 60.09 feet; Northwesterly, along said curve, through a central angle of 05 degrees 50 minutes 33 seconds, an arc distance of 60.11 feet to a 1/2 -inch set iron rod with easement cap for corner; North 40 degrees 15 minutes 56 seconds East, a distance of 60.00 feet to a 1/2 -inch set iron rod with easement cap for corner, said corner being the point of curvature of a non -tangent curve to the left having a radius of 529.50 feet, and a chord that bears South 52 degrees 39 minutes 21 seconds East, a distance of 53.97 feet; Page 1 of 6 2014-07-17 LD -4.01 Acre Atmos Gas Easement Exhibit A to Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas - Page 8 60 FOOT WIDE ATMOS GAS EASEMENT 4.01 ACRES (174,727 SQUARE FEET) JOHN E. HOLLAND SURVEY, ABSTRACT NUMBER 614 CITY OF COPPELL, DALLAS COUNTY, TEXAS Southeasterly, along said curve, through a central angle of 05 degrees 50 minutes 33 seconds, an arc distance of 53.99 feet to a 1/2 -inch set iron rod with easement cap for the point of tangency; South 55 degrees 34 minutes 37 seconds East, a distance of 268.00 feet to a 1/2 -inch set iron rod with easement cap for corner, said corner being the point of curvature of a 'tangent circular curve to the right having a radius of 1,315.00 feet, and a chord that bears South 45 degrees 34 minutes 57 seconds East, a distance of 476.77 feet; Southeasterly, through a central angle of 20 degrees 53 minutes 20 seconds, an are distance of 479.43 feet to a 1/2 -inch set iron rod with easement cap for corner; South 35 degrees 08 minutes 17 seconds East, a distance of 242.30 feet to a 1/2 -inch set iron rod with easement cap for corner; North 90 degrees 00 minutes 00 seconds East, a distance of 139.53 feet to a 1/2 -inch set iron rod with easement cap for corner; South 00 degrees 00 minutes 00 seconds East, a distance of 198.43 feet to a 1/2 -inch set iron rod with easement cap for corner, said corner being the point of curvature of a non - tangent curve to the right having a radius of 1,315.00 feet, and a chord that bears South 27 degrees 13 minutes 40 seconds East, a distance of 329.81 feet; Southeasterly, along said curve, through a central angle of 14 degrees 24 minutes 28 seconds, an arc distance of 330.68 feet to a 1/2 -inch set iron rod with easement cap for corner; North 90 degrees 00 minutes 00 seconds East, a distance of 1,005.05 feet to a 1/2 -inch set iron rod with easement cap for corner; South 00 degrees 00 minutes 00 seconds East, a distance of 234.56 feet to a 1/2 -inch set iron rod with easement cap for corner; South 83 degrees 27 minutes 07 seconds West, a distance of 60.39 feet to a 1/2 -inch set iron rod with easement cap for corner; North 00 degrees 00 minutes 00 seconds West, a distance of 181.44 feet to a 1/2 -inch set iron rod with easement cap for corner; South 90 degrees 00 minutes 00 seconds West, a distance of 987.78 feet to a 1/2 -inch set iron rod with easement cap for corner on the east line of that tract of land described as Tract 2 in said deed to the City of Coppell, as recorded in Instrument Number 201400166701, O.P.R.D.C.T., said corner being the point of curvature of a non -tangent curve to the left Page 2 of 6 2014-07-17 LD 4.01 Acre Atmos Gas Easement Exhibit A to Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas - Page 9 60 FOOT WIDE ATMOS GAS EASEMENT 4.01 ACRES (174,727 SQUARE FEET) JOHN E. HOLLAND SURVEY, ABSTRACT NUMBER 614 CITY OF COPPELL, DALLAS COUNTY, TEXAS having a radius of 1,255.00 feet, and a chord that bears North 26 degrees 37 minutes 40 seconds West, a distance of 371.44 feet; Northerly, with said City Tract 2 and with said curve, through a central angle of 17 degrees 01 minute 13 seconds, an arc distance of 372.81 feet to a 1/2 -inch set iron rod with easement cap for the point of tangency; North 35 degrees 08 minutes 17 seconds West, continuing with said City Tract 2, a distance of 2.93 feet to a 1/2 -inch set iron rod with easement cap for corner; North 00 degrees 00 minutes 00 seconds West, departing said City Tract 2, a distance of 157.25 feet to a 1/2 -inch set iron rod with easement cap for corner; South 90 degrees 00 minutes 00 seconds West, a distance of 110.67 feet to the POINT OF BEGINNING AND CONTAINING 4.01 acres (174,727 square feet) of land, more or less. Basis of Bearing is the Texas Coordinate System of 1983, North Central Zone (4202) as derived by GPS measurements. All distances and/or coordinates shown hereon are surface and may be converted by the published TXDOT "Surface Adjustment Factor" for Dallas County of 1.000136506. This metes and bounds description was prepared with an exhibit of even date. PRELIMINARY, THIS DOCUMENT SHALL NOT BE RECORDED FOR ANY PURPOSE AND SHALL NOT BE USED OR VIEWED OR RELIED UPON AS A FINAL SURVEY DOCUMENT. ANDREW J. SHAFER REGISTERED PROFESSIONAL LAND SURVEYOR TEXAS NO. 5017 TBPLS FIRM NO. 10029600 Page 3 of 6 2014-07-17 LD -4.01 Acre _Atmos Gas Easement Exhibit A to Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas - Page 10 Z Zp W U a W 9S LL No I I y�j� tl �Ij Efry �t�s' Q � W NO���ja 2 COA r F-'t N CW i u L M N s? fa- Q ti -io ■�■ oZ I-- W C4 � I � SLL ONE w F� I � z i lZyj 0 Ln L+- 1 rn _s� LLI U 4WWd I I °1(Oj f z W.4v� a r' , M �.'� i DU Oy4j4N ( 7MOOF I Z N .Q ofa �t4.7�� 1 adNfY..i I /r N �E-0;p x Zol o I w I f o f o o f N T/1 L) 1 Q Cy�NFi W I t 0) OHzA I a 3 , 0. 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H141M 318V1a11/1) AHAWIS QNV`I'IOH 'rI �z9 'ON s�dzIzsgv SVINOH,L too OV011 '113dd00 — _ _ — _ _ I— o -- Z ZF w W F U 3N11 13VUIS13V 31VWIX0UddV— W n a�=�g LL o / 0 U f11II M / U) cl J S 00000'00"E 234.56'U) co / It N H o w 1W CaL ol o o� woo ■E■ I N oo'0000" W 19y.44' - j ------------- Co o� p�•• --•- ..._- !EB Vu VI W FyF"s5s / / F G j Z mji� k, U U pow / / dv obi Fr!o� � � & �a ogrge# tn,7 . w rc . gga G015 �m� ML ti °S' Z a a Z Q i'cio ,uv>a / maws W C7 H / W d tS o 0�=o d m g LL ° b BO U 8 / N ; HFo4 / r0 p 7 N O W m Ly tU N / �s E N ►-. o 04 ZP / //o G _ N 15(0 p a"'o m tia otgto �'° z // to 0) 0) 0 Z 0) fn $ ° ) E O COP `` E au -°i uJ� N003 A a m w m3v He a ry ,Y OJN / Oz CAI 0 LLI LL. G�yaj4N ONLA o w o � Lo MATCH LINE SEE SHEET 5/6 0 Exhibit A to Relocation A reeme - EXHIBIT B Exhibit A to Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas - Page 14 a9 a in M ICI am:mamn ranMumaaa aaa. a�inull! .1 1 C MII6@'��►�$ MIN � m - ■ MUM ■■:■■1LT33TIl■■■■■■■ ices �®m afaamam .aaR. r, 11111 - � 1,1,1 rd I I @: eamamamaID FRI MA INS�ee9a�s%��2�I�n��ee3e9�5e® -_�- -�- - _ `-+— -A-H -F�".3=_1� �s - �-1�sHEE"1A oe T. � 'gi z�'f. IZ g O I I fVll O N Iran Oab 0..vYrb, �ef� ;s�fm ■� PROLOGIS PARK ;oa HALFF" ONE TWENTY ONE o u ° µ, a CO P L, TEXAS t to Reloc t� gy Corporation d City of CoppeP, �i'exas -Page 15 Exhibit "C" Special Provisions Landscaping may not substantially impair or impede access to Grantee's facilities. Bushes and shrubs having a mature or controlled height of 48 inches or less are permitted within the easement or right-of-way, but may not be placed or planted within 10 feet of Grantee's facilities. Decorative or ornament trees having a mature or controlled height of 96 inches or less are permitted within the easement or right-of-way, but may not be placed or planted within 15 feet of Grantee's facilities. Any excavation performed by a third party within 36 inches horizontally of Grantee's facilities must be performed using hand tools. Grantee shall not be responsible for the condition of or damage to any landscaping within its easements or rights-of-way as a result of operation, maintenance or construction of Grantee's facilities. 2. Grantee hereby agrees to indemnify, defend and hold harmless Grantor and its affiliates from and against any claims, causes of action, damages or other liabilities (including attorneys' fees) arising from the activities of Grantee or its employees, contractors, subcontractors, suppliers or any other party for whom Grantee may be legally liable on the Property during any of Grantee's activities on the Property, including without limitation, bodily injury or death of, or property damage to such employees, contractors, subcontractors, suppliers or others, and mechanics' or materialmen's liens on Grantor's property. �- Filed and Recorded Official Public Records John F. Warren, County Clerk Dallas County, TEXAS 07/22/2014 03:11:40 PM $86.00 201400183320 Exhibit A to Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas - Page 17 EASEMENT 117 Line: W PIPELINE EASEMENT THE STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DALLAS That for and in consideration of the sum of TEN DOLLARS ($10.00), and other good and valuable consideration paid by Atmos Energy Corporation, a Texas and Virginia corporation with its principal office at 5420 LBJ Freeway, Suite 1800, Dallas, Texas 75240, together with its successors and assigns (said entity and its successors and assigns are herein collectively called "Grantee") to the undersigned, Prologis, L.P., a Delaware limited partnership, whose address is 6250 N. River Road, Suite 1100, Attn: James E. McGill, Managing Director, Rosemont, Illinois 60018, the receipt of which is hereby acknowledged, the undersigned (herein called "Grantor" whether one or more) hereby grants, sells and conveys unto Grantee, a free and unobstructed right of way and exclusive easement for the purpose of laying, constructing, operating, maintaining, inspecting, repairing, replacing, changing the size of, relocating and changing the route or routes of, abandoning in place and removing at will, in whole or in part, a pipeline or pipelines and the appurtenances thereto, including the right to install additional pipelines and appurtenances in the future as may be necessary or convenient for Grantee, for the transportation of oil, gas, lignite and other fluids or substances, or any of them, and the products thereof, together with such above ground drips, valves, fittings, meters, pressure relief facilities, aerial markers, graphite and steel anodes, rectifier poles and other devices for the control of pipeline corrosion, and other appurtenances, all in compliance with applicable law, as may be necessary or convenient in the operation of said lines, over, across, under and upon the following described lands located in Dallas County, Texas to wit: Being 6,682.58 square feet of land situated in the John E. Holland Survey, Abstract Number 614, Coppell, Dallas County, Texas, and being part of that certain tract of land described in Special Warranty Deed to William F. Callejo, Trustee, recorded in Volume 80004, Page 1835, Deed Records, Dallas County, Texas to which reference is made for further description. The right of way and easement herein granted shall be variable in width as described by metes and bounds and as shown on Exhibit "A" attached hereto and made a part hereof. Grantee shall also be entitled to use an additional twenty-five feet (25') of Grantor's adjacent lands as reasonably necessary for Grantee's initial construction activities in relation to each of the rights granted herein. Such additional twenty-five feet (25') shall be for the duration of the initial construction of the pipeline only and Grantee shall be able to use either side of the easement at the discretion of Grantee during initial construction activities, but in no event shall the total Page 1 Pipeline Easement—August 2010 Exhibit A to Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas - Page 18 additional width on either side of the easement exceed twenty-five feet (25') when added together. It is further agreed as follows: Grantee shall have the right to select the exact location of said pipelines and any future additional pipelines within said Easement Area, and to do such acts as may be reasonably requisite for the use and enjoyment of the rights herein granted, including the right of ingress and egress over Grantor's adjacent or additional lands to or from said Easement Area, so long as. such additional acts do not unreasonably interfere with Grantor's use of such adjacent or additional lands. 2. Grantor further agrees not to change the grade, remove dirt from the surface of the easement or impound water over the easement without the prior written approval of Grantee. The aforesaid consideration includes any and all damages that may be sustained by the original construction of said pipelines, including without limitation, cutting trees and damages to land, trees, buildings, fences, growing crops and grasses; however, after the original construction Grantee will pay to the Grantor and any future owner of the land and, if leased, to its tenant(s), as they may be respectively entitled, actual damages done to fences and growing crops by reason of entry to repair, maintain and remove said pipelines, or for any future construction by Grantee, including but not limited to the laying of additional future pipelines. Should the amount of such damages contemplated by this paragraph not be agreed upon by Grantor (or a successor owner) and Grantee, then the amount of such damages shall be determined by final and binding arbitration before three disinterested arbitrators, with one arbitrator being appointed by Grantor, one arbitrator being appointed by Grantee, and the third arbitrator being appointed by the two other arbitrators. If not unanimous, the award may be determined by any two of the three arbitrators and shall be in writing and shall be non -appealable. A judgment upon any award rendered by the arbitrators may be entered by any state or federal court having jurisdiction thereof. Further, the aforesaid consideration includes the right of Grantee to install additional, future pipelines and appurtenances as Grantee, in its sole discretion, may determine to be necessary or convenient. 4. Grantee has the right to trim, cut down or eliminate trees or shrubbery to the extent, in the sole judgment of Grantee as may be necessary to prevent possible present or future interference with the convenient operation or convenient inspection of said lines and to remove possible present or future hazard to such lines, and the right to remove or prevent the construction of any and all buildings, structures, reservoirs, or other obstructions on said Easement Area and to prevent activities on said Easement Area any of which, in the sole judgment of the Grantee may presently or in the future endanger or interfere with the efficiency, safety, convenient operation or convenient inspection of said lines and appurtenances. Landscaping and ornamental shrubbery shall be allowed to the extent outlined in the Special Provisions on Exhibit "C" attached hereto and made a part hereof. Page 2 Pipeline Easement—August 2010 Exhibit A to Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas - Page 19 5. If Grantee should abandon the rights granted herein and if such abandonment should continue for a continuous period of ten years, all rights of Grantee herein shall ipso facto terminate and revert to Grantor, its heirs, legal representatives, and assigns. 6. Grantor and Grantee agree that the failure to assert any right under this Pipeline Easement shall not constitute a waiver of any other right hereunder. Further, it is hereby agreed that any delay by Grantor in asserting any right granted it in this Pipeline Easement, regardless of the length of any such delay, shall not prevent Grantee from later asserting or otherwise enforcing that same right, including but not limited to the right to prevent or remove any encroachments within the easement area as provided in paragraph 4 above. 7. Both Grantor and Grantee hereby represent and warrant that they have read and have fully understood the terms of this Pipeline Easement, that they have had the opportunity to have same reviewed by an attorney, and that in entering into this Pipeline Easement they are relying solely upon their independent review and the advice of their respective counsel. Further, Grantor and Grantee acknowledge that this Pipeline Easement has been negotiated by the parties, and this Pipeline Easement shall be construed as one prepared by the joint efforts of Grantor and Grantee and shall not be construed against either party as the drafter. 8. The Special Provisions in Exhibit "C" attached hereto are incorporated herein and shall be binding on the parties hereto. TO HAVE AND TO HOLD the above described easements and rights unto the said Grantee, and Grantee's successors and assigns, until abandoned as provided for herein. This instrument and covenants and agreements herein contained shall constitute covenants running with the land, binding upon Grantor, its heirs, legal representatives, successors and assigns, for the benefit of Grantee, and Grantee's successors and assigns. Grantor hereby binds itself, its heirs, legal representatives and assigns to warrant and forever defend all and singular the above described easements and rights, unto the said Grantee, and Grantee's 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, and subject to all matters of record as of the date hereof. It is hereby understood that the party securing this grant on behalf of Grantee is without authority to make any covenant or agreement not herein expressed. EXECUTED this 1 _ day of U ei 52014. PROLOGIS, L.P., a Delaware limited partnership Page 3 Pipeline Easement — August 2010 Exhibit A to Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas - Page 20 la4i. h � I'd James E. Mc 11, Managing Director STATE OF I I I ► rn ac's COUNTY OF a0Q k BEFORE ME, the undersigned authority, on this day personally appeared James E. McGill, Managing Director of Prologis, L.P., known to me to be the person(s) whose name is subscribed to the foregoing instrument and acknowledged to me that said person executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this I q day of TLAJ, A.D. 2014. "OFFICIAL SEAL" COLLETTE S. AMABILL Notary Public, State of Illinois. My Commission Expires Sepl. 04, 2017 Commission No. 790812 (,U'l.,C,{� S. aou" Notary Public in and for the State of '�I jndiS Col! -,&4-e S. Ayvwu(�,1 (Print Name of Notary Public Here) My Commission Expires: 1- 4 - I i Page 4 Pipeline Easement— August 2010 Exhibit A to Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas - Page 21 EXHIBIT"A" Lying and situated in the City of Coppell, the John E. Holland Survey, Abstract No. 614, Dallas County, Texas and being a part of that certain tract of land in the John E. Holland Survey, Abstract No. 614 conveyed to William F. Callejo, Trustee, by a Special Warranty Deed recorded in Volume 80004, page 1835, Deed Records of Dallas County, Texas and being more particularly described as follows: BEGINNING at a TxDOT aluminum disk found on the east end of a corner clip at the intersection of the southeast right of way line of State Highway 121 with the southwest right of way line of Freeport Parkway; THENCE S 510 49' 39" E along the southwest right of way line of Freeport Parkway, 41.79 feet to a TxDOT aluminum disk found at an angle point in said southwest right of way line; THENCE S 480 00' 50" E, continuing along said southwest right of way line, 32.25 feet to a TxDOT aluminum disk found at an offset in the right of way line; THENCE N 430 02' 51" E along said offset, 23.53 feet to a Y2 -inch iron rod with a red "Cornerstone Inc" cap (C.I. cap) set; THENCE southeasterly along said southwest right of way line of Freeport Parkway with a non -tangent curve to the left having radius of 1055.00 feet, a central angle of 02° 10' 52" and a chord bearing of S 52° 00' 38" E, an arc distance of 40.16 feet to a %-inch iron rod with a C.I. cap set; THENCE S430 02' 51" W, departing said right of way line, a distance of 66.44 feet to a Y2 -inch iron rod with a C.I. cap set; THENCE N 480 00' 50" W, 70.18 feet to a Y2 -inch iron rod with a C.I. cap set; THENCE N 510 49' 39" W, 100.09 feet to a Y2 -inch iron rod with a C.I. cap set on the above mentioned corner clip; THENCE S 850 40'43" E along said corner clip, 71.81 feet to the Point of Beginning and containing 6,682.58 square feet of land, more or less. ABST614-DALLASCOFreeporlPkwyCoppell Page 1 of 2 Exhibit A to Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas - Page 22 I / C2 WIWAM F CALLEJO, TRUSTEE TO: THE STATE OF TEXAS DOC. #201200052832 D.R.D.C.T. i�S WILLIAM F CALLEJO, TRUSTEE VOL 80004, PG. 1835 D.R.D.C.T. N E. HOLLAND ABSTRACT NO. KNOW ALL MEN BY THESE PRESENTS: SURVEY WIN THAT I WILLIAM S. WARD, REGISTERED PROFESSIONAL LAND SURVEYOR DO HEREBY DECLARE THAT THIS PLAT IS THE RESULT OF A SURVEY MADE ON THE GROUND UNDER MY PERSONAL SUPERVISION ON JANUARY 31, 2014 AND ALL DIMENSIONS ARE TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE. VE FiM 11 SCALE: 1" a 60' R - 1055.00' A - 0210'52" L - 40.16- C8 - 0.16'CB- S38"E CH — 40..1616'' LEGEND: ® TX. D.O.T. ALUM. DISK FOUND (CONTROWNG MONUMENT) 1/2" IRON ROD WITH RED "CORNERSTONE INC" CAP SET EXHIBIT "A" ATMOS ENERGY CORP. EASEMENT IN THE CITY OF COPPELL DALLAS COUNTY TEXAS PAGE 2 OF 2 Exhibit A to Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas - Page 23 Exhibit "C" Special Provisions Landscaping may not substantially impair or impede access to Grantee's facilities. Bushes and shrubs having a mature or controlled height of 48 inches or less are permitted within the easement or right-of-way, but may not be placed or planted within 10 feet of Grantee's facilities. Decorative or ornament trees having a mature or controlled height of 96 inches or less are permitted within the easement or right-of-way, but may not be placed or planted within 15 feet of Grantee's facilities. Any excavation performed by a third party within 36 inches horizontally of Grantee's facilities must be performed using hand tools. Grantee shall not be responsible for the condition of or damage to any landscaping within its easements or rights-of-way as a result of operation, maintenance or construction of Grantee's facilities. 2. Grantee hereby agrees to indemnify, defend and hold harmless Grantor and its affiliates from and against any claims, causes of action, damages or other liabilities (including attorneys' fees) arising from the activities of Grantee or its employees, contractors, subcontractors, suppliers or any other party for whom Grantee may be legally liable on the Property during any of Grantee's activities on the Property, including without limitation, bodily injury or death of, or property damage to such employees, contractors, subcontractors, suppliers or others, and mechanics' or materialmen's liens on Grantor's property. Filed and Recorded Official Public Records John F, Warren, County Clerk Dallas County, TEXAS 07/22/2014 03:11:39 PM $50.00 101400183319 Exhibit A to Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas - Page 24 Exhibit "B" aRAND TOTAL MIi"U S 2:125 J11,54 i. Tills saBpotkcost estimatel000nelderedat Prior to Detail Design esumete 71912019 2. C%t tdr noel ZciuW64n and itcfit(nYary vKuk m oftnt by PrU091S 3. Exi,M9 pipc4 n5 W.- bo wono4riw n•Idoco, 4. Assurnas no umiir�+;urw rmcar ribskretnns- tr rocket WSYueuMts ae encb:nior�d, rsncn� ❑d.3ss we ue issuodluta��ity cost kers+: 5.Oonstr0chan ait rpl m oSftoledto W W to W oro tang daps. D- NaW pi0610e to hvr® 5 tial NOirrluM (,WW .. 7, Tho sninirrem vcr4td or hctizcntol c4od'rastg b0mon arty AG14c5 pjpAn0 and any danKW serer sr waW [ino 15.24°. 8. A-sumoi t&xtiown end ourm gas is Y -mW &KIY W ovno,horo. 9. Assurnk standard workweek (5 diryMwdk Q 10 hrJdW) Ly -ATMOS contractor to. Mwrros onty mo MWQ-In t nimQwt by Conan w, 11, AQ$nRia Ines at€r n6 (I�ir)r 6(sC{Qe rhtn0A5.. Page 1 Exhibit "B": Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas Ballpark Cost Estimate 180.700.9737.NA.2405.\VPROLOCI Prow& PArk Otte TwMty 41le Cbppcll,'IX (1)aIISS County) Atmos &ergy No.: 180.27016 MIT TriTex No.: 14252 Cost F.stinlate BASIS: Priam to I)etall1)esign Unit Cat 3,200 F1' PIPE SRH' 24 X t375w CS FRE DEV ARLRSa S 65.00 S 206,000,00 13 FA 14TITNUS, EL WLD24 X.375WSi't1 CS Y52 S 1,995.00 t 23,675.00 2, EA STOPPLY.S, TDW 24'' ANSI 6000 S 45,373.00 S 90,750.00 1 LOT 'IMPORAWLY BY-PAS.SMA` MALS (PIPE & PrrII '* $ 17,MO.00 s 17,800.00 mismellun ait ittm9(CAUTIONTAPE, SION, MARKERS, S 3:850.00 S 5,850.0D I LOT COAT1Yr(i.1k3P`1MM-S) Handing & Feeight 010% 34,607.50 TOTAi.1HATIMIAL 350,682.50 COMPANY LABOR OpernttatsSo"t(At"olurallonslabor tonniMar ). ;300111'5 $ $0.0 S iSA0Q,00 Erwrivering/ project .Manawaut.>fiCarattiTanagammt 40 Firs $ 100 S 4;000.00 Ra SaAwt 80 Ara S $610 $ 9.80.00 Ubot overheed 51.8"6 S 1211.83.71 TOTAL COMPANY LABOR S 23,180.00 CONSTRTICTION CONTRACTOR luetall 24 -inch pipe via trench wrdrarbum technique 3,200 h S 373.0 S 1,072,000A Piping 240 A S 75.0 S 18.000.00 hlninDmaruniAicnp0g 3,100 S 15.0 S 46300.00 TOTAL CONSTRITMON $ 11090,000,00 CONTRACT 11!�ZrME FnginewingUpfroaIDtAgn 80 Hr S 100.0 S 8,000.00 14tyedManatiemerd & Construction Aunage lent 120 air S 123.0 S 13p00.00 Aa built drawiage and ClosSngPatkages 40 Hr S 75.0 S 3,000.00 EnvlronmentalPrellrainayPAvlewand Permit 24 Hr S 100.0 S 2400.00 Row Support 10 Day S 500.0 S SA00.00 . 'Y 7 I)qy 1,800.0 5,400.00 lnspeetioa 60 Dq $ 680.0 S 40,800.W TDWStopples 8Day S 5,015.0 S 40,600:00 10046X•Ray 182 Welt$ $ 11.0.0 S ..20,0.70.01 TOTAL GO14'tRA.CTEKPENSF $ 1411I.IX 0 RIGHT -OF NVAN 3>entag6s 0 SgFi S 0.5 S 1LO.W Aocgrisidou 0 sgpl S Ternparary work F we ne+d 0 SgFt S 3.0 S TOTAL RIGiI'1'•OF-WAY S iMHWEILANEOUS 726 NiCF S 10.0 S 760.00 'flaring 0 Day S TOTAL MISOMLANEOUS It 7260,00 TOTAL )DIRECT COSTS INnIRFM Curp AffiD 10.6494 S 114,670.16 BU A&4 1CU% 3 309 t21.28 FYandrlaa Fee Amount 0,046. S TOTAL INDIRECT S 483,79104 aRAND TOTAL MIi"U S 2:125 J11,54 i. Tills saBpotkcost estimatel000nelderedat Prior to Detail Design esumete 71912019 2. C%t tdr noel ZciuW64n and itcfit(nYary vKuk m oftnt by PrU091S 3. Exi,M9 pipc4 n5 W.- bo wono4riw n•Idoco, 4. Assurnas no umiir�+;urw rmcar ribskretnns- tr rocket WSYueuMts ae encb:nior�d, rsncn� ❑d.3ss we ue issuodluta��ity cost kers+: 5.Oonstr0chan ait rpl m oSftoledto W W to W oro tang daps. D- NaW pi0610e to hvr® 5 tial NOirrluM (,WW .. 7, Tho sninirrem vcr4td or hctizcntol c4od'rastg b0mon arty AG14c5 pjpAn0 and any danKW serer sr waW [ino 15.24°. 8. A-sumoi t&xtiown end ourm gas is Y -mW &KIY W ovno,horo. 9. Assurnk standard workweek (5 diryMwdk Q 10 hrJdW) Ly -ATMOS contractor to. Mwrros onty mo MWQ-In t nimQwt by Conan w, 11, AQ$nRia Ines at€r n6 (I�ir)r 6(sC{Qe rhtn0A5.. Page 1 Exhibit "B": Relocation Agreement: Atmos Energy Corporation and City of Coppell, Texas