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05/02/2005-4A-Agenda Packet-RegularAGENDA 4A CORPORATION MONDAY, May 2, 2005 7:00 pm 201 BOLIVAR 1. Call Meeting to Order. 2. Approve Minutes: April 18, 2005 3. EXECUTIVE SESSION: In Accordance with Texas Government Code, Subchapter D, Section 551.071 (Consult with City Attorney): 4. 5. a. Edward Wolski v. Denton County, City of Sanger, Sanger Texas Industrial Development Corporation, and Wal-Mart Store East, Inc. Lawsuit RECONVENE into Regular Session and Consider Action, if Any, on Items Discussed in Executive Session. Adjourn. This facility is wheelchair accessible and accessible parking spaces are available. Requests for accommodations or interpretive services must be made 48 hours prior to this meeting. Please contact the City Secretary's office at (940) 458-7930 for further information. MINUTES: 4A BOARD March 25, 2005 PRESENT: Carroll McNeill, Vickie Jenkins, Bill Fuller, Richard Muir OTHERS PRESENT: City Manager Jack Smith, City Secretary/Assistant City Manager Rose Chavez, Data Processing Supervisor Paula Morales, Water/Wastewater Superintendent Eddie Branham, Street/Parks Superintendent John Henderson, Electrical Superintendent Michael Prater, Woodrow Barton, Mike James, Rusty Patton, Kathy Floyd, Jan Looper, Chris Bengston, Mr. Melenchamp, John Springer, Liz Springer, Dan Almon, Ken Perry 1. Meeting called to order by President Richard Muir. 2. Minutes: March 25, 2005 3. 4. Motion was made by Carroll McNeill to approve the minutes. Seconded by Bill Fuller. Motion carried unanimously. EXECUTIVE SESSION: In accordance with Texas Government Code, Subchapter D, Section 551.071 (consult with City Attorney): a. Edward Wolski v Denton County, City of Sanger, Sanger Texas Industrial Development Corporation, and Wal-Mart store East, Inc. Lawsuit President Richard Muir convened the 4A Board into executive session 7:08 p.m. RECONVENE into Regular Session and Consider Action, if Any, on Items Discussed in Executive Session President Richard Muir reconvened the Board into regular session at 7:30 pm. No action taken. 5. Adjournment. William W. Krueger, ill Member College of the State Bar of Texas Thomas J. Dirickson 956 Valley View Drive Lewisville, Texas 75067-6140 David H. Harper Haynes & Boone, L.L.P. 901 Main Street, Suite 3100 Dallas, Texas 75202-3789 Le Veness FLETCHER & SPRINGER, L.L.P. A Limited Liability Partnership Attorneys and Counselors Dallas Office 8750 North Central Expressway, 16th Floor Dallas, Texas 75231 (214) 987-9600 Fax (214) 987-9866 www.fletclzspring.com April 21, 2005 Bruce Isaacks, Criminal District Attorney, Civil Division Denton County P.O. Box 2850 Denton TX 76202 RE: Cause No. RT-2004-343, Probate Court, Denton County, Texas bill@fletchspring.com Edward F. Wolski v. Denton County, City of Sanger, Sanger Texas Industrial Development Corporation, and Wal-Mart Stores East, Inc. Our File No. TML.7574 Gentlemen: Enclosed please find what I believe to be the final Compromise Settlement Agreement and Mutual Releases. I met with the Sanger and SIDC Councils and discussed the documents and transactions. The Councils favorably view our negotiated settlement and documentation. However, the Councils' desire to close their portions of the transaction upon the signatures of the Wolski, Kempe and Wal-Mart parties. The Sanger and SIDC Council will meet Monday, May 2, 2005 at 6:30 p.m. for the final review and execution of these documents. Please make every effort to have your parties' signature by that date. There are three additional remaining matters to be addressed. Mr. Harper is investigating the status of a plat created by Carter Burgess and extending an easement north of View Road. Further, the City Engineer is inspecting the descriptions found in the various exhibits. Exhibit "E'~ has one flaw in the description. The engineer will determine if it is material or not. I will advise you upon my receipt of this information. Finally, the City of Sanger does not agree to the payment of taxes on the utility pole license. · Austin Office 823 Congress, Suite 1300 • Austin, Texas 78701 Telephone 512-476-5300 • Fax 512-476-5771 Page 2 April 21, 2005 I look forward to receiving the executed documents prior to the May 2, 2005 council meetings. Mr. Harper, please contact me at your earliest convenience with regard to the status of the plat. I will contact all of you with regard to the City Engineer's determination on the descriptions. Thank you for your professionalism and cooperation in these matters. WWK/gb Enclosure Sincerely yours, FLETCHER & SPRINGER, L.L.P. WILLIAM W. KRUEGER, III Page 3 April 21, 2005 bee: Mr. Rickey Garen Senior Claims Specialist TML Texas Municipal League Intergovernmental Risk Pool 1821 Rutherford Lane, First Floor P.O. Box 149194 Austin, Texas 78714-9194 / Ms. Rose Chav7z City Secretary /Fund ontact 201 Elm Street City of Sanger\ P.O. Box 1729 Sanger, Texas 76266-0017 Robert Dillard Nichols, Jackson, Dillard, Hagar & Smith 500 North Akard Street Suite 1800 Lincoln Plaza Dallas TX 75201 COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Compromise Settlement Agreement and Mutual Release is effective upon execution by all parties hereto and upon delivery of each of the exhibits attached hereto in accordance with Section 1.1 hereof (the "Effective Date") and is entered into by and between: 1. Edward Wolski ("Wolski"); 2. Mark Kempe ("Kempe"); 3. Denton County (the "County"); 4. City of Sanger (the "City"); 5. Sanger Texas Industrial Development Corporation ("SIDC"); and 6. Wal-Mart Stores East, Inc. ("Wal-Mart"). (Wolski, Kempe, the County, the City, SIDC and Wal-Mart are collectively referred to as the "Parties" or singly as a "Party." This Compromise Settlement Agreement and Mutual Release, together with the accompanying exhibits and all documents and instruments delivered pursuant to the terms hereof, are collectively referred to as the "Agreement.") RECITALS: WHEREAS, Wolski filed a civil action (the "Litigation") styled Edward F. Wolski v. Denton County, City of Sanger, Sanger Texas Industrial Development Co,poration and Wal- Mart Stores East, Inc. and numbered RT-2004-343 now pending in the Probate Court of Denton County, Texas in which Wolski alleges against Wal-Mart, the City, the County, and SIDC, inter alia, claims of fraud, inverse condemnation, and breach of contract, and an action to quiet title and for permanent injunctive relief and other claims as described more fully in Plaintiffs Petition filed in the Litigation (which are incorporated herein by reference for all purposes) ( collectively referred to herein as the "Wolski Claims"); COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page I WHEREAS, Kempe attempted to intervene in the Litigation, and he alleged, inter alia, that the Arbitration between Wal-Mart and Kempe beginning June 14, 2004 (the "Arbitration") and the Arbitration Award entered on June 18, 2004 between Wal-Mart and Kempe (the "Arbitration Award") was invalid and other claims as described more fully in Mark Kempe's Objections to Arbitration Award, Plea in Intervention, Original Answer & Request for Disclosure filed in the Litigation (which are incorporated herein by reference for all purposes) (collectively referred to herein as the "Kempe Claims"); WHEREAS, the Parties executed a Rule 1 J agreement amongst themselves on December 13, 2004 (the "Rule 11 Agreement") and this Agreement is a memorialization of the Rule 11 Agreement; WHEREAS, the Parties to this Agreement desire to resolve fully and finally the matters in dispute between them asserted in the Litigation; NOW, THEREFORE, for and in consideration of the premises, the mutual promises, releases and agreements herein contained, and for other good and valuable consideration, the Parties hereto do hereby agree as follows: Section 1. Payment; Termination of Litigation 1.1 Upon the execution of the Settlement Agreement and delivery of good and marketable title, free and clear of all liens and encumbrances in a deed in a form acceptable to Wal-Mart by Wolski, Kempe and any other party necessary to deliver such good title to the Purchased Property (defined herein) to Wal-Mait and the Donated Property (defined herein) to the County, Wal-Mart shall pay to Wolski, the sun1 of $726,792.00, in good and immediately available funds, by delivering such funds to be held in Escrow (as defined below) with a title company of Wal-Mart's selection (the "Title Company"). The Title Company shall immediately, COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 2 and without delay, pay, deliver, and release, to Wolski, the Escrow funds (in good and immediately available funds) upon receipt of the following original executed and acknowledged documents which have been approved by the Title Company: (1) Special Warranty Deed from Wolski, as Grantor, to Wal-Mart Stores East, LP, as Grantee (a copy of which is attached hereto as Exhibit C); (2) Dedication Deed (for Right of Way Purposes) from Wolski, as Grantor, to Denton County, as Grantee (a copy of which is attached hereto as Exhibit D); (3) Release of Lien, executed by Wolski releasing the Entire Property from any Lien arising from Kempe's Note and Deed of Trust dated July 30, 2000 (attached hereto as Exhibit K); and (4) Partial Release of Lien, executed by Northstar Bank of Texas releasing the Entire Property from any Lien arising from Wolski's Note and Deed of Trust dated January 26, 2000 (attached hereto as Exhibit L). This Agreement will be delivered as escrow instructions to establish an escrow (the "Escrow") with Title Company as escrowholder. Notwithstanding the foregoing, Title Company shail not release the funds to Wolski until issuance of a pro forma policy by Title Company evidencing Title Company's commitment to insure to Wal-Mart the Purchased Property in conformance with Section 2.2. Title Company shall prepare and issue the pro forma policy upon receipt of the original following documents, but not later than the date of Closing or May 15, 2005 which ever occurs first: (1) the Special Warranty Deed from Wolski, as Granter, to Wal- Mart Stores East, LP, as Grantee (a copy of which is attached hereto as Exhibit C); (2) Dedication Deed (for Right of Way Purposes) from Wolski, as Granter, to Denton County, as Grantee (a copy of which is attached hereto as Exhibit D); (3) the Release of Lien, executed by Wolski releasing the Entire Property from any Lien arising from Kempe's Note and Deed of Trust dated July 30, 2000 (attached hereto as Exhibit K); and (4) Partial Release of Lien, COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 3 executed by Northstar Bank of Texas releasing the Entire Property from any Lien arising from Wolski's Note and Deed of Trust dated January 26, 2000 (attached hereto as Exhibit L). 1.2 Counsel for the Parties shall execute an Agreed Order of Dismissal With Prejudice. Section 2. Transfer of Property 2.1 Upon execution of the Settlement Agreement, Wolski shall transfer to Wal-Mart Stores East, L.P. ("Wal-Mart Stores") the approximately 3.201 acres of property described in Exhibit A hereto (the "Purchased Property"), and shall donate in fee simple to the County 2.850 acres of property described in Exhibit B hereto (the "Donated Property") (together with the Purchased Property, the "Entire Property"). This transfer is the remainder of the original property-the 6.2216 acres -originally owned by Wolski. Wolski, with these conveyances, shall convey any and all, legal and equitable rights, title and interests in and to the Entire Property. It is the express intent of the parties that, with the conveyances outlined herein, neither · Wolski, nor Kempe, shall retain any legal and/or equitable rights, title, or interests in and to the Entire Property, as defined herein, and/or the 6.2216 acres originally conveyed by Wolski to Kempe by Special Warranty Deed dated July 30, 2000 (which property includes all of the real property immediately adjacent to the Northeast Comer of Lois Road and I-35 in Sanger, Texas). Wolski shall execute and deliver a deed to the Title Company in a form acceptable to Wal-Mart fo accomplish the transfer of the Purchased Property and donation of the Donated Property by May 15, 2005. Closing on the purchase of the Purchased Property and donation of the Donated Property shall occur by May 15, 2005. The form of the deeds for the transfer of the Purchased Property and the Donated • Property are attached to this Agreement as Exhibit C and Exhibit D, respectively. COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 4 2.2 Wolski and Kempe represent and warrant that they are the fee simple owners of the Entire Property and that their conveyance of the Purchased Property to Wal-Mart is free and clear of all liens, conditions, exceptions, reservations, and encumbrances other than those listed in Exhibits C through L of this Agreement. Wolski and Kempe represent and warrant that their conveyance of the Donated Property to the County is free and clear of all liens, conditions, exceptions, reservations, and encumbrances other than those listed in Exhibits C through L of this Agreement. Wolski and Kempe represent and warrant that no person or entity has been granted any-license, lease, lien or other right or interest relating to the use or possession of the Entire Property or any part thereof other than as expressly set forth in Exhibits C through L of this Agreement. 2.3 All liens on the Entire Property will be released at Wolski and Kempe's expense. Wolski and Kempe are obligated to secure a release of all liens on the Entire Property, recorded or unrecorded, at or prior to closing. If Wal-Mart or the Title Company is required to secure a lien release, the amounts incurred by Wal-Mart in effectuating that release will be deducted from the amount set out in Section 1.1 above. 2.4 Wolski and Kempe represent and warrant that they have the full right, power, and authority to convey the Purchased Property to Wal-Mart and donate the Donated Property to the County as provided and to carry out Wolski's and Kempe's obligations under this Agreement. Wolski and Kempe represent and warrant that the joinder of no person or entity other than Wolski and Kempe will be necessary to convey the Purchased Property fully and completely to Wal-Mart or to convey the Donated Property to the County. The execution and delivery, to Wal- Mart, of a "release of lien" covering the Entire Property, in a form approved by Wal-Mart, provided such release shall be sufficient for the issuance of a title policy to Wal-Mart covering COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 5 the Purchased Property and to the County covering the Donated Property and free of any liens, shall satisfy the requirements of this paragraph and paragraph 2.3. Wal-Mart's approval shall not be unreasonably withheld. The form oflien release shall be satisfactory if in the general form of the prior releases obtained and provided to Wal-Mart by Wolski and Kempe. 2.5 Kempe and Wolski acknowledge and affirm that Wolski and Kempe are transferring the Purchased Property to Wal-Mart and the Donated Property to the County. Kempe and Wolski acknowledge that each of them has assented to the transfer of the Entire Property by the other. 2.6 Wal-Mart shall pay the 2004 real estate taxes on the Entire Property up to $2,000.00 at the closing, with Wolksi and/or Kempe liable for any remainder. 2005 taxes for the Entire Property shall be paid by Wal-Mart, and neither Wolski, nor Kempe shall be responsible for the payment of said taxes ( e.g. no deduction shall be made, or allowed, from the Escrow funds for taxes for 2005). 2.7 Prior to the closing between Wal-Mart and Wolski, Kempe shall transfer all of his right, title and interest in the Entire Property to Wolski and Wolski shall accept the transfer by Kempe as ascribed herein as full and complete sati~faction of any and all obligations in connection with that certain Real Estate Lien Note (the "Note") executed by Kempe dated July 30, 2000 in the original principal amount of $1,350,000.00 (One million three hundred fifty thousand dollars) and such transfer shall be in lieu of foreclosure by Wolski on his Note secured by the Entire Property. The Deed in Lieu of Foreclosure is attached as Exhibit J. COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 6 Section 3. Other Terms. 3. I The Parties agree that time is of the essence in the perfonnance of this Agreement. 3.2 The County pursuant to an Interlocal Agreement with the City, will contribute up to a maximum of $300,000.00 to the construction of an extension of View Road as may be required by TXDOT and the City as part of its platting process when the entire 130 tract is platted with the City. This payment will be made as either a final payment upon substantial completion of the project or as pro-rata progress payments toward construction. All County purchase laws will be observed. 3.3 The Water and Sewer Easements, previously conveyed to the City by Kempe and Wolski, are hereby reinstated in the City. Kempe and Wolski release the reversionary interest set forth in the Water and Sewer Easements; Wolski and Kempe release the City from the water and sewer line installation and View Road construction deadlines set forth in the water and sewer easements. Wolski and Kempe release the City from any obligation to require Denton County to expend $300,000.00 in the construction of the View Road extension. However, Wolski and Kempe do not release, and the City expressly affirms, the remaining promises, duties and obligations made and set forth in said Water and Sewer Easements, including, but not limited to the taps set forth and granted therein. Wolski and Kempe hereby state that they have the exclusive right of ownership to the easements and can convey same free and clear of all other claims and interests, if any. Wolski shall execute and deliver water and sewer easements reflecting this Agreement in the forms attached hereto as Exhibits E, F, G and H, respectively, no later than May 15, 2005. COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 7 3.4 The City will extend water and sewer lines due north from the water and sewer lines previously created via the easements of July 23, 2001 and July 25, 2001 between the City, Kempe and Wolski. The extended water and sewer lines will terminate at the intersection of the northern extension and the projected due eastward extension of View Road. The lines are to be put in place 180 days following the final plat approval of the eastward extension of View Road by the City and TXDOT. The water line extension is subject to the City's authority to construct same pursuant to a valid Certificate of Convenience and Necessity. Wal-Mart, Wolski and/or Kempe will convey, in a form acceptable to the City, water and sewer easements to extend the water and sewer lines due north to the projected due eastward intersection with View Road. 3.5 Wal-Mart will issue Form 1099s in connection with this Agreement. Section 4. Reaffirmation of the Inducement and Development Agreement and Amendment. 4.1 The City and the County hereby reaffirm the promises made by each of them in the Inducement and Development Agreement entered into between Wal-Mart, the City, and the County on June 13, 2000. 4.2 The City and the County hereby reaffirm the promises made by each of them in the First Amendment to Inducement and Development Agreement entered into between Wal- Mart, the City, and the County on August 27, 2002. The City and the County agree that the road improvements as set out in that Amendment will be made in accordance to the Amendment's terms after the Purchased Property is transferred to Wal-Map: and the Donated Property is donated to the County as described in this Agreement. The City and the County shall not contend that there has been a breach or waiver of the Amended or the original Inducement Agreement that would relieve them of performance under the Inducement Agreement as amended. COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 8 4.3 Wal-Mart hereby reaffirms the promises made by it in the Inducement and Development Agreement entered into between Wal-Mart, the City, and the County on June 13, 2000 and the First Amendment to Inducement and Development Agreement entered into between Wal-Mart, the City, and the County on August 27, 2002. Wal-Mart shall not contend that, prior to entering into this Agreement, the County or the City have breached or waived the Amendment or the original Inducement Agreement that would relieve them of performance under the Inducement Agreement as amended. 4.4 Wolski shall donate the 2.850 acres of Donated Property described in Exhibit B to this Agreement in fee simple to the County which is necessary for the construction of the Road Improvements contemplated by the Inducement Agreement ( as amended). The County shall accept such donation. The County's $1,000,000 total liability for Road Improvements under the Inducement Agreement ( as amended) shall not be increased by this agreement. Section 5. Releases 5 .1 Wolski on behalf of himself and his respective agents, attorneys, affiliates, partnerships, entities in which he is a controlling or significant partner, owner, or shareholder, heirs, executors, administrators, descendants, successors, and assigns, does hereby release, remise, and covenants not to sue or to instigate, initiate, or pursue any manner of judicial or administrative proceeding on his own behalf or on behalf of any of his respective agents, attorneys, affiliates, heirs, executors, administrators, descendants, successors, and assigns or any other person or entity, and forever discharges, and by these presents does release and forever discharge, the City, the County, Wal-Mart, and SIDC and all of each of their past, present and future parents, subsidiaries, affiliates, employees, agents, attorneys, insurers, successors, administrators, and assigns, jointly and severally, of and from all manner of action, causes of COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 9 action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, expenses, claims, and demands whatsoever, existing on, or at any time prior to, the date hereof, in law, in equity or otherwise, which Wolski, or his respective agents, attorneys, affiliates, heirs, executors, administrators, descendants, successors, or assigns had, have, or may ever have upon or by reason of any fact, matter, cause, occurrence, statement, omission, duty, or anything whatsoever, including, but not limited to, all claims that were asserted or could have been asserted in the Litigation (including, without limitation, the Wolski Claims), and any and all legal or equitable claims arising from or related to, directly or indirectly, (1) the facts, circumstances, allegations, and controversies related to or giving rise to the Litigation; (2) any claims for fraud, inverse condemnation, breach of contract, an action to quiet title, or other tort or contract claims; (3) the prior Arbitration; ( 4) the Entire Property; (5) any claim for attorneys' fees in connection with the Litigation; (6) the settlement of the Litigation and/or the negotiation, execution, and performance of this Agreement (including, without limitation; all claims of fraudulent inducement, mistake, economic duress and unfairness) and (7) any recorded or unrecorded deed, instrument, or other writing that purports to grant a lien, right, or interest of any kind in, to and under the Entire Property or any portion thereof; provided, however, that nothing in this Agreement is intended or shall be construed to constitute a waiver, release or covenant not to sue regarding, or otherwise limit any Party's rights under this Agreement or for anything that may occur after the Effective Date. By this release, Wolski releases Wal-Mart, the City, the County, and SIDC from all of the Wolski Claims and all claims based on those facts and circumstances. COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 10 However, Wolski does not release and the City expressly affirms the promises, duties and obligations made in the Water Easement and Sewer Easement previously granted to the City and as amended by this Agreement. See Section 3, Other Terms. 5.2 Kempe on behalf of himself and his respective agents, attorneys, affiliates, partnerships, entities in which he is a controlling or significant partner, owner, or shareholder, heirs, executors, administrators~ descendants, successors, and assigns, does hereby release, remise, and covenants not to sue or to instigate, initiate, or pursue any manner of judicial or administrative proceeding on his own behalf or on behalf of any of his respective agents, attorneys, affiliates, heirs, executors, administrators, descendants, successors, and assigns or any other person or entity, and forever discharges, and by these presents does release and forever discharge, the City, the County, Wal-Mart, and SIDC and all of each of their past, present and future parents, subsidiaries, affiliates, employees, agents, attorneys, insurers, successors, administrators, and assigns, jointly and severally, of and from all manner of action, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, expenses, claims, and demands whatsoever, existing on, or at any time prior to, the date hereof, in law, in equity or otherwise, which Kempe, or his respective agents, attorneys, affiliates, heirs, executors, administrators, descendants, successors, or assigns had, have, or may ever have upon or by reason of any fact, matter, cause, occurrence, statement, omission, duty, or anything whatsoever, including, but not limited to, all claims that were asserted or could have been asserted in the Litigation (including, without limitation, the Kempe Claims), and any and all legal or equitable claims arising from or related to, directly or indirectly, (1) the facts, circumstances, allegations, and controversies related to or giving rise to the Litigation; (2) any claims for fraud, inverse condemnation, breach COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 11 of contract, an action to quiet title, or other tort or contract claims; (3) the prior Arbitration; ( 4) the Entire Property; (5) any claim for attorneys' fees in connection with the Litigation; (6) the settlement of the Litigation and/or the negotiation, execution, and performance of this Agreement (including, without limitation, all claims of fraudulent inducement, mistake, economic duress and unfairness) and (7) any recorded or unrecorded deed, instrument, or other writing that purports to grant a lien, right, or interest of any kind in, to and under the Entire Property or any portion thereof; provided, however, that nothing in this Agreement is intended or shall be construed to constitute a waiver, release or covenant not to sue regarding, or otherwise limit any Party's rights under this Agreement or for anything that may occur after the Effective Date. By this release, Kempe releases Wal-Mart, the City, the County, and SIDC from all of the Kempe Claims and all claims based on those facts and circumstances. 5.3 Wal-Mart on behalf ofitself and its respective agents, attorneys, successors, assigns, and administrators, releases, remises, and covenants not to sue or to instigate, initiate, or pursue any manner of judicial or administrative proceeding on its own behalf or on behalf of others, and forever discharges, and by these presents does release and forever discharge, Wolski and Kempe and their respective agents, attorneys, any entity Wolski or Kempe owns or controls (all or in part), successors, heirs, descendants, administrators, executors and assigns, jointly and severally, of and from all manner of action, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises; damages, expenses, claims and demands existing on, or at any time prior to, the date hereof, in law, in equity or otherwise, which Wal-Mart or its agents, attorneys, successors, administrators, and assigns had, have, or may ever have upon or by reason of any fact, matter, cause, occurrence, • statement, omission, duty that arises from or is related to, directly or indirectly, (1) the facts, COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 12 • circumstances, allegations, and controversies related to or giving rise to the Litigation; (2) any claims for fraud, inverse condemnation, breash of contract, or other tort or contract claims; (3) the prior Arbitration; (4) the Entire Property; (5) any claim for attorneys' fees in connection with the Litigation; and, (6) the settlement of the Litigation and/or the negotiation, execution, and performance of this Agreement (including, without limitation, all claims of fraudulent inducement, mistake, economic duress and unfairness); provided, however, that nothing in this Agreement is intended or shall be construed to constitute a waiver, release or covenant not to sue regarding, or otherwise limit any Party's rights under this Agreement or for anything that may occur after the Effective Date. By this release, the Wal-Mart releases Wolski and Kempe from claims based on the facts and circumstances of the Wolski Claims and Kempe Claims. 5.4 The County on behalf of itself and its respective agents, attorneys, successors, assigns, and administrators, releases, remises, and covenants not to sue or to instigate, initiate, or pursue any manner of judicial or administrative proceeding on its own behalf or on behalf of others, and forever discharges, and by these presents does release and forever discharge, Wolski and Kempe and their respective agents, attorneys, any entity Wolski or Kempe owns or controls (all or in part), successors, heirs, descendants, administrators, executors and assigns, jointly and severally, of and from all manner of action, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, expenses, claims and demands existing on, or at any time prior to, the date hereof, in law, in equity or otherwise, which the County or its agents, attorneys, successors, administrators, and assigns had, have, or may ever have upon or by reason of any fact, matter, cause, occurrence, statement, omission, duty that arises from or is related to, directly or indirectly, (1) the facts, circumstances, allegations, and controversies related to or giving rise to the Litigation; (2) any COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 13 claims for fraud, inverse condemnation, breach of contract, or other tort or contract claims; (3) the prior Arbitration; (4) the Entire Property; (5) any claim for attorneys' fees in connection with the Litigation; and, (6) the settlement of the Litigation and/or the negotiation, execution, and performance of this Agreement (including, without limitation, all claims of fraudulent inducement, mistake, economic duress and unfairness); provided, however, that nothing in this Agreement is intended or shall be construed to constitute a waiver, release or covenant not to sue regarding, or otherwise limit any Party's rights under this Agreement or for anything that may occur after the Effective Date. By this release, the County releases Wolski and Kempe from claims based on the facts and circumstances of the Wolski Claims and Kempe Claims. 5.5 The City and the SIDC on behalf of themselves and their respective agents, attorneys, successors, assigns, and administrators, releases, remises, and covenants not to sue or to instigate, initiate, or pursue any manner of judicial or administrative proceeding on their own behalf or on behalf of others, and forever discharges, and by these presents does release and forever discharge, Wolski and Kempe and their respective agents, attorneys, any entity Wolski or Kempe owns or controls (all or in part), successors, heirs, descendants, administrators, executors and assigns, jointly and severally, of and from all manner of action, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, expenses, claims and demands existing on, or at any time prior to, the date hereof, in law, in equity or otherwise, which the City or SIDC or its agents, attorneys, successors, administrators, and assigns had, have, or may ever have upon or by reason of any fact, matter, cause, occurrence, statement, omission, duty that arises from or is related to, directly · or indirectly, (1) the facts, circumstances, allegations, and controversies related to or giving rise to the Litigation; (2) any claims for fraud, breach of contract, inverse condemnation or other tort COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 14 or contract claims; (3) the Entire Property; (4) any claim for attorneys' fees in connection with the Litigation; and, (5) the settlement of the Litigation and/or the negotiation, execution, and performance of this Agreement (including, without limitation, all claims of fraudulent inducement, mistake, economic duress and unfairness); provided, however, that nothing in this Agreement is intended or shall be construed to constitute a waiver, release or covenant not to sue regarding, or otherwise limit any Party's rights under this Agreement or for anything that may occur after the Effective Date. By this release, the City and the SIDC release Wolski and Kempe from claims based on the facts and circumstances of the Wolski Claims and Kempe Claims. 5.6 Wal-Mart on behalf of itself and its respective agents, attorneys, parents, subsidiaries, affiliates, successors, assigns, and administrators, releases, remises, and covenants not to sue or to instigate, initiate, or pursue any manner of judicial or administrative proceeding on its own behalf or on behalf of others, and forever discharges, and by these presents does release and forever discharge, the County, the City, SIDC and their respective agents, attorneys, any entity the County, the City, or SIDC owns or controls (all or in part), successors, administrators, and assigns, jointly and severally, of and from all manner of action, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, expenses, claims and demands existing on, or at any time prior to, the date hereof, in law, in equity or otherwise, which Wal-Mart or its agents, attorneys, parents, subsidiaries, affiliates, successors, administrators, and assigns had, have, or may ever have upon or by reason of any fact, matter, cause, occurrence, statement, omission, duty that arises from or is related to, directly or indirectly, (1) the facts, circumstances, allegations, and controversies related to or giving rise to the Litigation; (2) the Entire Property; (3) any claim for attorneys' fees in connection with the Litigation; and, (4) the settlement of the COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE 0-set.ag.DOC Page 15 Litigation and/or the negotiation, execution, and performance of this Agreement (including, without limitation, all claims of fraudulent inducement, mistake, economic duress and unfairness); provided, however, that nothing in this Agreement is intended or shall be construed to constitute a waiver, release or covenant not to sue regarding, or otherwise limit any Party's rights under this Agreement or for anything that may occur after the Effective Date. However, Wal-Mart does not release the City and the County from and the City and the County expressly affirm the City's and the County's promises made in the Inducement and Development Agreement dated June 13, 2000 and the First Amendment to Inducement and Development Agreement dated August 27, 2002. Also, all other prior, written agreements between or among Wal-Mart, the County, the City and/or SIDC are not released and remain in effect per their terms. 5. 7 The County on behalf of itself and its respective agents, attorneys, successors, assigns, and administrators, releases, remises, and covenants not to sue or to instigate, initiate, or pursue any manner of judicial or administrative proceeding on its own behalf or on behalf of others, and forever discharges, and by these presents does release and forever discharge, Wal- Mart and its respective agents, attorneys, any entity Wal-Mart owns or controls (all or in part), successors, administrators, and assigns, jointly and severally, of and from all manner of action, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, expenses, claims and demands existing on, or at any time prior to, the date hereof, in law, in equity or otherwise, which the County or its agents, attorneys, successors, administrators, and assigns had, have, or may ever have upon or by reason of any fact, matter, cause, occurrence, statement, omission, duty that arises from or is related to, directly or indirectly, (1) the facts, circumstances, COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 16 allegations, and controversies related to or giving rise to the Litigation; (2) the Entire Property; (3) any claim for attorneys' fees in connection with the Litigation; and, (4) the settlement of the Litigation and/or the negotiation, execution, and performance of this Agreement (including, without limitation, all claims of fraudulent inducement, mistake, economic duress and unfairness); provided, however, that nothing in this Agreement is intended or shall be construed to constitute a waiver, release or covenant not to sue regarding, or otherwise limit any Party's rights under this Agreement or for anything that may occur after the Effective Date. However, the County does not release Wal-Mart and Wal-Mart expressly affirms the promises it made in the Inducement and Development Agreement dated June 13, 2000 and the First Amendment to Inducement and Development Agreement dated August 27, 2002. Also, all other prior, written agreements between or among Wal-Mart, the County, the City and/or SIDC are not released and remain in effect per their terms. 5.8 The City and the SIDC on behalf of themselves and their respective agents, attorneys, successors, assigns, and administrators, releases, remises, and covenants not to sue or to instigate, initiate, or pursue any manner of judicial or administrative proceeding on their own behalf or on behalf of others, and forever discharges, and by these presents does release and forever discharge, Wal-Mart and its respective agents, attorneys, any entity Wal-Mart owns or controls (all or in part), successors, administrators, and assigns, jointly and severally, of and from all manner of action, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, expenses, claims and demands existing on, or at any time prior to, the date hereof, in law, in equity or otherwise, which the City, the SIDC or their agents, attorneys, successors, administrators, and assigns had, have, or may ever have upon or by reason of any fact, matter, cause, occurrence, COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 17 statement, omission, duty that arises from or is related to, directly or indirectly, (1) the facts, circumstances, allegations, and controversies related to or giving rise to the Litigation; (2) the Entire Property; (3) any claim for attorneys' fees in connection with the Litigation; and, (4) the settlement of the Litigation and/or the negotiation, execution, and performance of this Agreement (including, without limitation, all claims of fraudulent inducement, mistake, economic duress and unfairness); provided, however, that nothing in this Agreement is intended or shall be construed to constitute a waiver, release or covenant not to sue regarding, or otherwise limit any Party's rights under this Agreement or for anything that may occur after the Effective Date. However, the City and the SIDC do not release Wal-Mart and Wal~Mart expressly affirms the promises it made in the Inducement and Development Agreement dated June 13, 2000 and the First Amendment to Inducement and Development Agreement dated August 27, 2002. Also, all other prior, written agreements between or among Wal-Mart, the County, the City and/or SIDC are not released and remain in effect per their terms. Section 6. Covenants 6.1 Each Party each hereby covenants, represents and warrants to each other Party: (a) Such Party is correctly described and named in this Agreement. (b) Before executing this Agreement, such Party became fully informed of the terms, contents, provisions, and effect of this Agreement and the attached exhibits. ( c) The signatory to this Agreement signing on behalf of such Party is fully authorized and legally competent to execute this Agreement as the legal, valid and binding act and deed of such Party, and is a duly authorized representative of such Party. ( d) This Agreement is fully and forever binding on, and enforceable against, such Party in accordance with its terms. COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 18 (e) The execution and delivery of this Agreement and any other documents, agreements or instruments executed or delivered by such Party pursuant hereto and the consummation of the transactions herein or therein contemplated does not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any material agreement or instrument to which such Party is a party or any provision of law, statute, rule or regulation applicable to such Party or any judicial or administrative order or decree by which such Party is bound. (f) If such Party is not an individual, then before executing this Agreement, the signatory for such Party fully informed all appropriate directors, officers, beneficiaries, and representatives of or persons having an interest in or relationship with such Party of the terms, contents, provisions, and effect of this Agreement; and the execution and delivery of this Agreement by the signatory for such Party has been duly authorized and approved by the beneficiaries, board of directors, partners or other persons, if any, whose authorization or approval is required or necessary to authorize execution and delivery of this Agreement by such signatory as the binding act and deed of such Party. (g) The claims, if any, that were or that could have been asserted on behalf of Wal-Mart were, and are, currently owned solely by it. The claims asserted by Wolski or that could have been asserted by Wolski in the Litigation were, and are currently, owned solely by Wolski. The claims asserted by Kempe or that could have been asserted by Kempe in the Litigation were, and are currently, owned solely by Kempe. The claims, if any, that were or that could have been asserted on behalf of the County were, and are, currently owned solely by it. The claims, if any, that were or that could have been asserted on behalf of the City were, and are, currently owned solely by it. The claims, if COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 19 any, that were or that could have been asserted on behalf of SIDC were, and are, currently owned solely by it. All of the Parties' claims are free and clear of any and all claims, liens or other encumbrances of any kind or nature, of any other person, and there is no other person who could or should have asserted such claims or joined in any settlement or compromise of such claims. (h) Such Party has not assigned, pledged or in any other manner sold, transferred, conveyed, or hypothecated any right, title, interest in and to the Entire Property, nor has any cause of action, or claim that arises out of or is provided to be released by such Party pursuant to this Agreement been assigned, pledged, transferred or hypothecated to any person or entity. It is expressly understood and agreed, by the Parties that the Utility Pole Easement, granted by Kempe to the City of Sanger, dated Thursday, February 26, 2004, and attached hereto as Exhibit I, shall not be a breach of this Agreement and/or Subsections 2.1 and 6.1, and the Utility Pole Easement shall be a permitted exception in the deeds from Wolski to Wal-Mart and the County. (i) In entering into and signing this Agreement, such Party has had the benefit of the advice of attorneys of such Party's own choosing, and enters into this Agreement freely by such Party's own choosing and judgment, and without duress or other influence. G) Such Party agrees that none of the other Parties have any duty to that Party, whether as a fiduciary or otherwise, nor any special relationship or any relationship of trust and confidence, in connection with the negotiation, execution, or effectuation of this Agreement, and such Party is not relying on any such relationship or any fiduciary or other purported duty from any of the other Parties in any manner whatsoever, in connection with this Agreement, or any action taken pursuant to or in connection with COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 20 this Agreement, or in any other matter related to this Agreement, and hereby expressly waives any such duty or relationship to the extent such is found to exist notwithstanding any or all of the foregoing. (k) Such Party has made an investigation to such Party's satisfaction of all facts and reasons why such Party should enter into this Agreement and agrees, based upon such Party's knowledge, experience and investigation, that this Agreement is fair and just. (I) Such Party represents that it has not relied upon, and will not rely upon, any statements, acts or omissions by any other Party. (m) This Agreement is duly executed by such Party with full knowledge and understanding of its terms and meaning, on such Party's own judgment and upon the advice of such Party's attorneys and financial and tax advisors. (n) This Agreement is not and shall not be construed as an admission of wrongdoing or liability by any Party, any which wrongdoing or liability is and has been specifically denied by each Party. It is expressly understood and agreed that the terms of this Agreement are contractual and not merely recitals, and that the agreements contained herein and the consideration transferred is intended to compromise doubtful and disputed claims, avoid and terminate litigation, and buy peace, and that no payments made and no release or other consideration given by any Party shall be construed as an admission of wrongdoing or liability by any Party, all wrongdoing or liability being expressly denied by each Party. ( o) Such Party covenants that it will not in any manner challenge, or make any claim regarding this Agreement or the negotiation, execution or performance of this COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 21 Agreement, other than claims seeking to enforce the Party's rights under this Agreement. Such Party further agrees to execute, acknowledge and deliver every such further and other instruments and to do such further acts as may be reasonably necessary to accomplish the matters and results set forth and provided for in this Agreement. (p) Such Party acknowledges that its aforesaid representations are a material inducement to every other Party to enter into this Agreement. 6.2 This Agreement was fully explained to each Party by such Party's attorneys before such Party signed the Agreement, and each Party acknowledges that such Party fully understands the terms and the legal consequences of the Agreement and understands that the Party's release in Section 5 shall operate as a full, complete and final release and settlement of any and all claims released in Section 5. Section 7. Notices 7 .1 All notices and communications required or permitted to be given under this Agreement shall be in writing and hand delivered or mailed by certified or registered mail, postage prepaid, or by Federal Express, Airborne Express, or similar overnight delivery service, addressed as follows or to such other address as any Party hereto may specify by notice to the other Parties hereto: lfto Wal-Mart: Karen Roberts Assoc. General Counsel Legal Department Wal-Mart Stores, Inc. 2001 SE 10th Street Bentonville, AR 72716-0215 With a courtesy copy to: David H. Harper, Esq. COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 22 Haynes and Boone, L.L.P. 901 Main Street Suite 3100 Dallas, TX 75202-3789 lfto Wolski: Edward F. Wolski 2436 S. I-35 E Suite 336 Denton, TX 76205 With a courtesy copy to: Tom Dirickson 956 Valley View Drive Lewisville, TX 75067-6140 Ifto Kempe: Mark Kempe 3403 E. Abram St. Arlington, Texas 76010 With a courtesy copy to: Tom Dirickson 956 Valley View Drive Lewisville, TX 75067-6140 If to Denton County: With a courtesy copy to: If to the City of Sanger: William W. Krueger, III Fletcher & Springer, L.L.P. 8750 N. Central Expressway, Suite 1600 Dallas, Texas 75231 COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 23 With a courtesy copy to: Jack Smith, City Manager Robert Dillard, City Attorney P.O. Box 1729 Sanger, Texas 75266 If to Sanger Industrial Development Corporation: William W. Krueger, III Fletcher & Springer, L.L.P. 8750 North Central Expressway, Suite 1600 Dallas, Texas 75231 With a courtesy copy to: Jack Smith City of Sanger P.O. Box 1729 Sanger, Texas 75266 Robert Dillard Nichols, Jackson, Dillard, Hagar & Smith 500 N. Akard Street Dallas, Texas 75201 If to the Title Company Roderic A. Faris Fidelity National Title Insurance Company 717 N. Harwood Street, Suite 800 Dallas, Texas 75201 With a courtesy copy to: COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page24 Notice shall be deemed to have been given upon receipt or refusal. 7.2 To the extent that any Party or Title Company decides to designate a person to receive notice or change the address to which notice should be sent, that Party or Title Company shall provide notice in accordance with Section 7 .1. Section 8. Miscellaneous 8.1 Full Satisfaction. The Parties understand and agree that no Party will receive any further sums of money for legal fees, costs, expenses, taxes or for any other purpose from the other Party. 8.2 No Admission. The Parties to this Agreement understand that this Agreement is a compromise of disputed claims and that payment is not to be construed as an admission of liability on the part of any Party hereto, each of whom expressly denies liability. 8.3 Amendments. Neither this Agreement nor any tenn hereof may be changed, waived, discharged, or tenninated orally, but only by written agreement signed by all of the Parties hereto. ~ 8.4 Headings. The headings of the sections and the sub-sections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement. 8.5 Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas. 8.6 Binding Effect. This Agreement shall be and is binding, in accordance with its terms, upon the Parties to this Agreement and their respective heirs, beneficiaries, executors, administrators, descendants, agents, attorneys, successors and assigns, and any and all persons and entities in privity with them. COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 25 • 8.7 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreements, understandings, conditions, representations, warranties, whether oral or written, with respect to the subject matter hereof, and the terms of this Agreement are contractual and not a mere recital. No oral agreements regarding the subject matter of this Agreement exist and no representations are being relied upon by either Party in entering into this Agreement other than those set out in this Agreement. 8.8 Survivability and Severability. The agreements, representations, and warranties set forth in this Agreement shall survive the execution hereof. If any term or provision of this Agreement shall be held to be invalid or unenforceable for any reason, such term or provision shall be ineffective to the extent of such invalidity or unenforceability without invalidating the remaining terms and provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable term or provision had not been contained herein, provided, however, that the foregoing shall in no way be interpreted or construed to affect the enforceability of the release provisions of this Agreement. 8.9 Valid Agreement. This Agreement has been duly authorized and constitutes a legal, valid and binding obligation of each Party hereto and is enforceable against each of them in accordance with its terms. 8.1 O Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument. No Party to this Agreement shall be bound hereby until a counterpart of this Agreement has been executed by all Parties hereto. It shall not be necessary for each Party to COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-setag.DOC Page 26 execute the same counterpart, but each Party hereto shall receive one or more counterparts signed by all other Parties hereto. 8.11 Pronouns. Gender. Pronouns, wherever used herein, and of whatever gender, shall include natural persons, corporations, associations, partnerships and all other entities of every kind and character, and the singular shall include the plural whenever and as often as is appropriate. 8.12 Confidentiality. The Parties hereby agree to maintain the terms of this Agreement in strict confidence, except to the extent disclosure is required to comply with federal income tax laws, a subpoena or other statutes, court orders or law. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of -------------, 2005. {This space left intentionally blank. Signature pages follow] COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 27 • STATE OF TEXAS § § COUNTY OF ____ § EDWARD F. WOLSKI ACKNOWLEDGMENT ON THIS DATE before me personally appeared Edward F. Wolski, and stated to me that he has read the foregoing Agreement, he is over the age of eighteen years and he is fully competent to sign this Agreement. He further states that he has agreed to the foregoing Agreement for the purposes and consideration therein expressed. Edward Wolski SUBSCRIBED AND ACKNOWLEDGED TO BEFORE ME on the __ day of , 2005. ----------- (SEAL) Notary Public for the State of Texas Printed Name: ___________ _ My Commission Expires: COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 28 STATE OF TEXAS § § COUNTY OF ____ § MARKKEMPE ACKNOWLEDGMENT ON THIS DATE before me personally appeared Mark Kempe, and stated to me that he has read the foregoing Agreement, he is over the age of eighteen years and he is fully competent to sign this Agreement. He further states that he has agreed to the foregoing Agreement for the purposes and consideration therein expressed. Mark Kempe SUBSCRIBED AND ACKNOWLEDGED TO BEFORE ME on the __ day of 2005. ----------~ (SEAL) Notary Public for the State of Texas Printed Name: -------------My Commission Expires: COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 29 WAL-MART STORES EAST, INC. By: ---------------- STATE OF ARKANSAS COUNTY OF BENTON Title: ACKNOWLEDGMENT § § § ON THIS DATE before me personally appeared __________ ~ and stated to me thats/he is the __________ for Wal-Mart Stores East, Inc. ("Wal- Mart"), s/he has read the foregoing Agreement, s/he is over the age of eighteen years, s/he has authority to sign this Agreement on behalf of Wal-Mart ands/he is fully competent to sign this Agreement. S/he further states that s/he has agreed to the foregoing Agreement for the purposes and consideration therein expressed on behalf of Wal-Mart. SUBSCRIBED AND ACKNOWLEDGED TO BEFORE ME on the __ day of , 2005. ----------- Notary Public for the State of Arkansas Printed Name: ------------ Co mm is s ion Expires: COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 30 DENTON COUNTY By: ----------------Ti tie: ---------------- STATE OF TEXAS COUNTY OF· ----- ACKNOWLEDGMENT § § § ON THIS DATE before me personally appeared----------~ and stated to me that s/he is the __________ for Denton County, s/he has read the foregoing Agreement, s/he is over the age of eighteen years, s/he has authority to sign this Agreement on behalf of Denton County ands/he is fully competent to sign this Agreement. S/he further states that s/he has agreed to the foregoing Agreement for the purposes and consideration therein expressed on behalf of Denton County. SUBSCRIBED AND ACKNOWLEDGED TO BEFORE ME on the __ day of , 2005. ----------- Notary Public for the State of Texas Printed Name: ------------- Co mm is s ion Expires: COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 31 THE CITY OF SANGER By: Tommy Kincaid Title:Mayor -------------- STATE OF TEXAS COUNTY OF ___ _ ACKNOWLEDGMENT § § § ON THIS DATE before me personally appeared Tommy Kincaid, and stated to me that he is the Mayor for the City of Sanger, he has read the foregoing Agreement, he is over the age of eighteen years, he has authority to sign this Agreement on behalf of City of Sanger and he is fully competent to sign this Agreement. He further states that he has agreed to the foregoing Agreement for the purposes and consideration therein expressed on behalf of City of Sanger. Tommy Kincaid SUBSCRIBED AND ACKNOWLEDGED TO BEFORE ME on the __ day of , 2005. ----------- Notary Public for the State of Texas Printed Name: ------------- Commission Expires: COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 32 STATE OF TEXAS COUNTY OF ----- SANGER INDUSTRIAL DEVELOPMENT CORPORATION By: Richard Muir Title: President ACKNOWLEDGMENT § § § ON THIS DATE before me personally appeared Richard Muir and stated to me that he is the President for Sanger Industrial Development Corporation, he has read the foregoing Agreement, he is over the age of eighteen years, he has authority to sign this Agreement on behalf of Sanger Industrial Development Corporation and he is fully competent to sign this Agreement. He further states that he has agreed to the foregoing Agreement for the purposes and consideration therein expressed on behalf of Sanger Industrial Development Corporation. Richard Muir SUBSCRIBED AND ACKNOWLEDGED TO BEFORE ME on the day of , 2005. ---~------- Notary Public for the State of Texas Printed Name: ------------- Commission Expires: COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 33 AGREED AND ACKNOWLEDGED: The Title Company By:--------------- Its: --------------- COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 34 Exhibit A Purchased Property Being a tract of land situated in the B.F. Lynch Survey, Abstract Number 725, Denton County, Texas and being a part of that certain tract of land as described by deed to Mark Kempe, as recorded in Volume 4645, Page 519, Deed Records, Denton County, Texas and being more particularly described by metes and bounds as follows: COMMENCING from the southeast comer of that certain tract of land as described by deed to Wal-Mart Stores East, Inc. and recorded in County Clerk Document No. 2003-182142, Deed Records, Denton County, Texas, being in the approximate centerline of Lois Road East and being in the west right-of-way line of G.C. & S.F. Railroad; North 88°52'48" West, with the approximate centerline of said Lois Road East, a distance of 288.91 feet to a P.K. nail found for the southwest comer of said Wal-Mart Stores East, Inc. tract; North 01 °07'12" East, departing the approximate centerline of said Lois Road East, a distance of 25.00 feet to a 5/8" iron rod with yellow cap stamped "Carter & Burgess" found for the northwest comer of said Wal-Mart Stores East, Inc. tract; North 88°52'48" West, a distance of 288.86 feet to a 5/8" iron rod with yellow cap stamped "Carter & Burgess" found; North 80°31'41" West, a distance of 115.27 feet to a point for the POINT of BEGINNING of herein described tract; THENCE South 89°15'34" West, a distance of 146.14 feet to a point; THENCE Nmth 86°14'08" West, a distance of 458.36 feet to a point; THENCE North 79°56'32" West, a distance of 153.48 feet to a point; THENCE North 69°11 '16" West, a distance of282.l 1 feet to a point; THENCE North 79°22'56" West, a distance of 125.72 feet to a point; THENCE North 89°03'26" West, a distance of 59.41 feet to a point in the east right-of-way line of Interstate Highway 35 (a variable width right-of-way) and being in a non-t~ngent cu:"e to the left having a central angle of 57°23'12", a radius of 336.48 feet and chord beanng and distance of North 15°22'29" West -323.10 feet; COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 35 THENCE with the east right-of-way line of said Interstate Highway 35 and with said non-tangent curve to the left in a northwesterly direction, an arc length of 337.01 feet to a 1/2" iron rod with red cap stamped "ALLIANCE" found; THENCE North 44°04'00" West, continuing with said east right-of-way line, a distance of 59.30 feet to a 5/8" iron rod with yellow cap stamped "Dunaway Assoc. Inc" set; THENCE South 83°38'30" East, departing said east right-of-way line, a distance of 400.00 feet to a 5/8" iron rod with yellow cap stamped "Carter & Burgess" found; THENCE South 06°21'30" West, a distance of 329.90 feet to a 5/8" iron rod with yellow cap stamped "Dunaway Assoc. Inc" set; THENCE South 80°31 '41" East, a distance of 980.56 feet to the POINT OF BEGINNING and containing a calculated area of 139,463 square feet or 3.201 acres ofland. COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 36 Exhibit B Donated Property Being a tract of land situated in the B.F. Lynch Survey, Abstract Number 725, Denton County, Texas and being a part of that certain tract of land as described by deed to Mark Kempe, as recorded in Volume 4645, Page 519, Deed Records, Denton County, Texas and being more particularly described by metes and bounds as follows: COMMENCING from the southeast comer of that certain tract of land as described by deed to Wal-Mart Stores East, Inc. and recorded in County Clerk Document No. 2003-182142, Deed Records, Denton County, Texas, being in the approximate centerline of Lois Road East and being in the west right-of-way line of G.C. & S.F. Railroad; North 88°52'48" West, with the approximate centerline of said Lois Road East, a distance of 288.91 feet to a P.K. nail found for the southwest comer of said Wal-Mart Stores East, Inc. tract and being the POINT of BEGINNING of herein described tract; THENCE North 88°52'48" West, continuing with the approximate centerline of said Lois Road East, a distance of 1637.55 feet to a P.K. nail set in the east right-of-way line of Interstate Highway 35 (a variable width right-of-way); THENCE North 00°45'47" East, with the east right-of-way line of said Interstate Highway 35, a distance of 29.83 feet to a 1/2" iron rod with red cap stamped "ALLIANCE" found; THENCE North 30°00'07" West, continuing with said east right-of-way line, a distance of 49.41 feet to a 1/2" iron rod with red cap stamped "ALLIANCE" found for the beginning of a non- tangent curve to the left having a central angle of 23°33'00", a radius of 336.48 feet and a chord bearing and distance of North 25°05'37" East -137.33 feet; THENCE continuing with said east right-of-way line and with said non-tangent curve to the left in a northwesterly direction, an arc length of 138.30 feet to a point; THENCE South 89°03'26" East, departing the east right-of-way line of said Interstate Highway 35, a distance of 59.41 feet to a point; THENCE South 79°22'56" East, a distance of 125.72 feet to a point; THENCE South 69° 11' 16" East, a distance of 282.11 feet to a point; THENCE South 79°56'32" East, a distance of 153.48 feet to a point; THENCE South 86°14'08" East, a distance of 458.36 feet to a point; THENCE North 89°15'34" East, a distance of 146.14 feet to a point; COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 37 THENCE South 80°31'41" East, a distance of 115.27 feet to a 5/8" iron rod with yellow cap stamped "Carter & Burgess" found; THENCE South 88°52'48" East, a distance of 288.86 feet to a 5/8" iron rod with yellow cap stamped "Carter & Burgess" found; THENCE South 01 °07'12" West, a distance of 25.00 feet to the POINT OF BEGINNING and containing a calculated area of 124,146 square feet or 2.850 acres ofland. COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-set.ag.DOC Page 38 NOTICE OF CONFIDENTIALITY RJGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURJTY NUMBER OR YOUR DRJVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED Date: April __ , 2005 Grantor: Edward F. Wolski and Carrie C. Wolski (Carrie C. Wolski is a Grantor herein solely for the purposes provided below.) Grantor's Mailing Address: 2436 South I-35 East, Suite 336, Denton, Texas 76205. Grantee: Wal-Mart Stores East, LP, a Delaware limited partnership. Grantee's Mailing Address: 2001 S.E. 10th St., Bentonville, AR 72716-0550. Consideration: For TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration Property (including any improvements): All of that real property in Sanger, Denton County, Texas more fully described on Exhibit A attached hereto and incorporated herein together with all improvements, rights, appurtenances, and hereditaments located thereon or pertaining thereto including all rights, title and interest of Grantor in and to all adjacent streets, alleys, strips, gores or rights-of-way pertaining thereto: Reservations from Conveyance: For Grantor and Grantor's heirs, successors, and assigns forever, a reservation and exception of all oil, gas, and other minerals in and under and that may be produced from the Property. If the mineral estate is subject to existing production or an existing lease, this reservation includes the production, the lease, and all benefits from it. Grantor waives and conveys to Grantee the right of ingress and egress to and from the surface of the Property relating to the portion of the mineral estate owned by Gran tor. It is expressly understood and agreed that the waiver of the right of ingress and egress is inclusive of the right to conduct any and all testing and exploration on the Property (i.e., such testing and exploration shall not be permitted on the Property unless the Grantee shall permit same). Nothing herein, however, restricts or prohibits the pooling or unitization of the portion of the mineral estate owned by Grantor with land other than the Property; 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 Property (so long as such wells or mines are located at the distance specified by the Texas Railroad Commission, or its successor, plus an "additional" five hundred (500) feet from the Property) but enter or bottom under the Property, provided that these operations in no manner interfere with the surface or subsurface support of any improvements constructed or to be constructed on the Property. Exceptions to Conveyance and Warranty: 1. Easement executed by W.J. Gadberry and Minnie Gadberry to Denton County Electric Cooperative, Inc., dated November 9, 1944, filed for record November 19, 1953 and recorded in Volume 402, Page 521, Deed Records, Denton County, Texas. 2. Easement executed by Alonzo Jamison, Jr. to Bolivar Water Supply Corp., dated February 22, 1971, filed for record June 18, 1971 and recorded in Volume 623, Page 548, Deed Records, Denton County, Texas. Special Warranty Deed D-1309484.7 Page 1 3. Easement executed by Alonzo Jamison, Jr., Guardian for Elsie R. Henderson, et al to Bolivar Water Supply Corp., dated March 14, 1974, filed for record April 2, 1976 and recorded in Volume 780, Page 621, Deed Records, Denton County, Texas. 4. Sewer Line Easement executed by Edward F. Wolski to the City of Sanger, dated of even date herewith, recorded in the Deed Records, Denton County, Texas. · 5. Water Line Easement executed by Edward F. Wolski to the City of Sanger, dated of even date herewith, recorded in the Deed Records, Denton County, Texas. 6. Mineral and/or non-participating royalty interest in and to all the oil, gas and other minerals, on, in, under, or that may be produced from the subject property is hereby excepted herefrom as the same is described in instrument from Alonzo W. Jamison, Jr. and wife, Elisabeth Jamison to North Stemmons Joint Venture, dated December 6, 1985, filed December 10, 1985, recorded in Volume 1778, Page 908 of the Deed Records of Denton County, Texas; reference to which instrument is hereby made for all purposes. 7. Mineral and/or non-participating royalty interest in and to all the oil, gas and other minerals, on, in, under, or that may be produced from the subject property is hereby excepted herefrom as the same is described in instrument from Alonzo W. Jamison, Jr. and wife, Elisabeth Jamison to North Stemmons Joint Venture, dated August 16, 1985, filed August 20, 1985, recorded in Volume 1703, Page 38 of the Deed Records of Denton County, Texas; reference to which instrument is hereby made for all purposes. 8. Terms, provisions and conditions contained in Utility Pole License, executed by Mark Kempe, as Licensor, and the City of Sanger, a Texas Municipal Corporation, as Licensee, dated February 26, 2004, filed for record on March 31, 2004 and recorded under Clerk's File Number 2004-39899, Real Property Records, Denton County, Texas. Grantor, for the Consideration and subject to the Exceptions to Conveyance and Warranty, but only to the extent the same are valid and subsisting and affect the Property, GRANTS, SELLS, AND CONVEYS to Grantee the Property, together with all and singular the rights and appurtenances thereto in any way belonging, to have and to hold it to Grantee and Grantee's successors, and assigns forever. Grantor binds Grantor and Grantor's heirs and successors to WARRANT AND FOREVER DEFEND all and singular the Property to Grantee and Grantee's successors and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise, except as to the Exceptions to Conveyance and Warranty. Grantor, owning, occupying, and claiming other property as homestead, represents that the Property is neither the residential nor business homestead of the Grantor, and that real property (other than, and excluding, the Property) is owned, occupied and claimed by the Grantor exclusively as the homestead property of the Grantor. When the context requires, singular nouns and pronouns include the plural. Special Warranty Deed D-1309484. 7 [SIGNATURE PAGE IMMEDIATELY FOLLOWS] Page 2 EXECUTED to be effective as of April , 2005. GRANTOR: Edward F. Wolski STATE OF TEXAS § § COUNTY OF _____ § ACKNOWLEDGEMENT This instrument was acknowledged before me on the __ day of April, 2005, by Edward F. Wolski. [affix Notary Seal here] Notary Public in and for the State of Texas Printed Name of Notary Public The inclusion of Carrie C. Wolski as a signatory herein is not intended to create or acknowledge a separate or community property interest in Carrie C. Wolski but is included herein in order to waive and disclaim any right, title, and/or interest in or to the Property. Carrie C. Wolski STATE OF TEXAS § § COUNTY OF _____ § ACKNOWLEDGEMENT This instrument was acknowledged before me on the __ day of April, 2005, by Carrie C. Wolski. · Notary Public in and for the State of Texas Printed Name of Notary Public Special Warranty Deed D-1309484.7 [affix Notary Seal here] Page 3 EXHIBIT A Property Being a tract of land situated in the B.F. Lynch Survey, Abstract Number 725, Denton County, Texas and being a part of that certain tract of land as described by deed to Mark Kempe, as recorded in Volume 4645, Page 519, Deed Records, Denton County, Texas and being more particularly described by metes and bounds as follows: COMMENCING from the southeast corner of that certain tract of land as described by deed to Wal-Mart Stores East, fuc. and recorded in County Clerk Document No. 2003-182142, Deed Records, Denton County, Texas, being in the approximate centerline of Lois Road East and being in the west right-of-way line of G.C. & S.F. Railroad; North 88°52'48" West, with the approximate centerline of said Lois Road East, a distance of 288.91 feet to a P.K. nail found for the southwest corner of said Wal-Mart Stores East, Inc. tract; North 01 °07'12" East, departing the approximate centerline of said Lois Road East, a distance of 25.00 feet to a 5/8" iron rod with yellow cap stamped "Carter & Burgess" found for the northwest corner of said Wal-Mart Stores East, fuc. tract; North 88°52'48" West, a distance of 288.86 feet to a 5/8" iron rod with yellow cap stamped "Carter & Burgess" found; North 80°31'41" West, a distance of 115.27 feet to a point for the POINT of BEGINNING of herein described tract; THENCE South 89°15'34" West, a distance of 146.14 feet to a point; THENCE North 86°14'08" West, a distance of 458.36 feet to a point; THENCE North 79°56'32" West, a distance of 153.48 feet to a point; THENCE North 69° 11' 16" West, a distance of 282.11 feet to a point; THENCE North 79°22'56" West, a distance of125.72 feet to a point; THENCE North 89°03'26" West, a distance of 59.41 feet to a point in the east right-of-way line of futerstate Highway 35 (a variable width right-of-way) and being in a non-tangent curve to the left having a central angle of 57°23'12", a radius of 336.48 feet and chord bearing and distance of North 15°22'29" West -323.10 feet; THENCE with the east right-of-way line of said Interstate Highway 35 and with said non-tangent curve to the left in a northwesterly direction, an arc length of 337.01 feet to a 1/2" iron rod with red cap stamped "ALLIANCE" found; THENCE North 44°04'00" West, continuing with said east right-of-way line, a distance of 59.30 feet to a 5/8" iron rod with yellow cap stamped "Dunaway Assoc. Inc" set; Special Warranty Deed D-1309484.7 Page 4 • THENCE South 83°38'30" East, departing said east right-of-way line, a distance of 400.00 feet to a 5/8" iron rod with yellow cap stamped "Carter & Burgess" found; THENCE South 06°21'30" West, a distance of 329.90 feet to a 5/8" iron rod with yellow cap stamped "Dunaway Assoc. Inc" set; THENCE South 80°31 '4 l" East, a distance of 980.56 feet to the POINT OF BEGINNING and containing a calculated area of 139,463 square feet or 3.201 acres of land . Special Warranty Deed D-1309484.7 Page 5 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. DEDICATION DEED (for Right of Way purposes) Date: April_, 2005 Grantor: Edward F. Wolski and Carrie C. Wolski (Carrie C. Wolski is a Grantor herein solely for the purposes provided below.) Grantor's Mailing Address: 2436 South I-35 East, Suite 336, Denton, Texas 76205. Grantee: Denton County, Texas Grantee's Mailing Address: ___________ _ . Consideration: For TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration Property (including any improvements): All of that real property in Sanger, Denton County, Texas more fully described on Exhibit A attached hereto and incorporated herein: Reservations from Conveyance: None. Exceptions to Conveyance and Warranty: I. Easement executed by W.J. Gadberry and Minnie Gadberry to Denton County Electric Cooperative, Inc., dated November 9, 1944, filed for record November 19, 1953 and recorded in Volume 402, Page 521, Deed Records, Denton County, Texas. 2. Easement executed by Alonzo Jamison, Jr. to Bolivar Water Supply Corp., dated February 22, 1971, filed for record June 18, 1971 and recorded in Volume 623, Page 548, Deed Records, Denton County, Texas. 3. Easement executed by Alonzo Jamison, Jr., Guardian for Elsie R. Henderson, et al to Bolivar Water Supply Corp., dated March 14, 1974, filed for record April 2, 1976 and recorded in Volume 780, Page 621, Deed Records, Denton County, Texas. 4. Sewer Line Easement executed by Edward F. Wolski to the City of Sanger, dated of even date herewith, recorded in the Deed Records, Denton County, Texas. 5. Water Line Easement executed by Edward F. Wolski to the City of Sanger, dated of even date herewith, recorded in the Deed Records, Denton County, Texas. 6. Mineral and/or non-participating royalty interest in and to all the oil, gas and other minerals, on, in, under, or that may be produced from the subject property is hereby excepted herefrom as the same is described in instrument from Alonzo W. Jamison, Jr. and wife, Elisabeth Jamison to North Stemmons Joint Venture, dated December 6, 1985, filed December 10, 1985, recorded in Volume 1778, Page 908 of the Deed Records of Denton County, Texas; reference to which instrument is hereby made for all purposes. 7. Mineral and/or non-participating royalty interest in and to all the oil, gas and other minerals, on, in, under, or that may be produced from the subject property is hereby excepted herefrom as the Dedication Deed D-1309493.8 Page I • same is described in instrument from Alonzo W. Jamison, Jr. and wife, Elisabeth Jamison to North Stemmons Joint Venture, dated August 16, 1985, filed August 20, 1985, recorded in Volume 1703, Page 3 8 of the Deed Records of Denton County, Texas; reference to which instrument is hereby made for all purposes. 8. Terms, provisions and conditions contained in Utility Pole License, executed by Mark Kempe, as Licensor, and the City of Sanger, a Texas Municipal Corporation, as Licensee, dated February 26, 2004, filed for record on March 31, 2004 and recorded under Clerk's File Number 2004-39899, Real Property Records, Denton County, Texas. Grantor, for the Consideration and subject to the Exceptions to Conveyance and Warranty, but only to the extent the same are valid and subsisting and affect the Property, GRANTS, DONATES, DEDICATES, AND CONVEYS to Grantee the Property, together with all and singular the rights and appurtenances thereto in any way belonging, to have and to hold it to Grantee and Grantee's successors, and assigns forever. Grantor binds Grantor and Grantor's heirs and successors to WARRANT AND FOREVER DEFEND all and singular the Property to Grantee and Grantee's successors and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise, except as to the Exceptions to Conveyance and Warranty. Grantor, owning, occupying, and claiming other property as homestead, represents that the Property is neither the residential nor business homestead of the Grantor, and that real property ( other than, and excluding, the Property) is owned, occupied and claimed by the Grantor exclusively as the homestead property of the Gran tor. When the context requires, singular nouns and pronouns include the plural. Dedication Deed D-1309493.8 [SIGNATURE PAGES IMMEDIATELY FOLLOW] Page 2 • EXECUTED to be effective as of April __ , 2005. GRANTOR: Edward F. Wolski STATE OF TEXAS § § COUNTY OF _____ § ACKNOWLEDGEMENT This instrument was acknowledged before me on the __ day of April, 2005, by Edward F. Wolski. [affix Notary Seal here] Notary Public in and for the State of Texas Printed Name of Notary Public The inclusion of Carrie C. Wolski as a signatory herein is not intended to create or acknowledge a separate or community property interest in Carrie C. Wolski but is included herein in order to waive and disclaim any right, title, and/or interest in or to the Property. Carrie C. Wolski STATE OF TEXAS § § COUNTY OF _____ § ACKNOWLEDGEMENT This instrument was acknowledged before me on the __ day of April, 2005, by Carrie C. Wolski. Notary Public in and for the State of Texas Printed Name of Notary Public Dedication Deed D-1309493 .8 [ affix Notary Seal here] Page 3 ACCEPTED BY THE COMMISSIONER'S COURT ON this _day of April, 2005. By: __________ _ Name: __________ _ Title:. __________ _ Dedication Deed D-1309493.8 Page4 EXHIBIT A Property Being a tract of land situated in the B.F. Lynch Survey, Abstract Number 725, Denton County, Texas and being a part of that certain tract of land as described by deed to Mark Kempe; as recorded in Volume 4645, Page 519, Deed Records, Denton County, Texas and being more particularly described by metes and bounds as follows: COMMENCING from the southeast comer of that certain tract of land as described by deed to Wal-Mart Stores East, Inc. and recorded in County Clerk Document No. 2003-182142, Deed Records, Denton County, Texas, being in the approximate centerline of Lois Road East and being in the west right-of-way line of G.C. & S.F. Railroad; North 88°52'48" West, with the approximate centerline of said Lois Road East, a distance of 288.91 feet to a P.K. nail found for the southwest comer of said Wal-Mart Stores East, Inc. tract and being the POINT of BEGINNING of herein described tract; THENCE North 88°52'48" West, continuing with the approximate centerline of said Lois Road East, a distance of 1637.55 feet to a P.K. nail set in the east right-of-way line of Interstate Highway 35 (a variable width right-of-way); THENCE North 00°45'47" East, with the east right-of-way line of said Interstate Highway 35, a distance of 29.83 feet to a 1/2" iron rod with red cap stamped "ALLIANCE" found; THENCE North 30°00'07" West, continuing with said east right-of-way line, a distance of 49.41 feet to a 1/2" iron rod with red cap stamped "ALLIANCE" found for the beginning of a non-tangent curve to the left having a central angle of 23°33'00", a radius of336.48 feet and a chord bearing and distance of North 25°05'37" East -137.33 feet; THENCE continuing with said east right-of-way line and with said non-tangent curve to the left in a northwesterly direction, an arc length of 138.30 feet to a point; THENCE South 89°03'26" East, departing the east right-of-way line of said Interstate Highway 35, a distance of 59 .41 feet to a point; THENCE South 79°22'56" East, a distance of 125.72 feet to a point; THENCE South 69°11 '16" East, a distance of 282.11 feet to a point; THENCE South 79°56'32" East, a distance of 153.48 feet to a point; THENCE South 86°14'08" East, a distance of 458.36 feet to a point; THENCE North 89°15'34" East, a distance of 146.14 feet to a point; THENCE South 80°31'41" East, a distance of 115.27 feet to a 5/8" iron rod with yellow cap stamped "Carter & Burgess" found; Dedication Deed D-1309493.8 Page 5 THENCE South 88°52'48" East, a distance of 288.86 feet to a 5/8" iron rod with yellow cap stamped "Carter & Burgess" found; THENCE South O 1 °07'12" West, a distance of 25.00 feet to the POINT OF BEGINNING and containing a calculated area of 124,146 square feet or 2.850 acres ofland. Dedication Deed D-1309493.8 Page 6 ti 8 9 I 1268 EXHIBIT "A'' BEl1'G ..ill that certain lot. 1-a1.:t or parcel of land lying and heing sitttated in the R. Bebe~ Survey. Abstract Number 29. Den Ion County, Texas. and being a20 foot wide strip o,·er. under and across that ccnam h.219 acre tract oflanJ con\'eycd 10 Mnrk Kempe by deed recorded in Volume 4645. Page 519 in the Deed Records of Dentnn County. Texas. and being more fully described as follows: BEGl>-:Nl]\;G at the sou1he:.s1 comer of said 6.219 acre tract. said point lying in the centerline of Lois Road and the west railroat.l Righr-0f-\Vay line: TH E'.'-ll'I:. \:onh 88 · 52' 48'' \L,,'est. 40.53 feet along: the south line of said (1.219 acre tract lv a point: THENCE Nortli Io·: 21' 15'' East, 25.33 feet along a line20 reer from an<l parallel t(, ~he ca.s! line of the said 6.219 acre tract t•:> a point in the north line; THENCE South 88" 52' 48" cast. 40.53 reet along the north Jim: ol' said (>.2 IIJ acre tract to a point; TH El\'CE South IO~ 21' I 5'' \Vest. 25.33 ti:ct to thl! POll\'T OF BEGIN:'JING and containing 0.023 acres of land. more or less. IN AODITIO:-.i to th~ abovv clescrihed pem1anent casement. there shall be a sixty (60') foot wit.le temporary construction cuscmcnt alon~ the \Vest side of said pcrn1ancn1 cascmc:m. tu expire upon completion of the project or one (I) year. whichever occurs first. This description 2ccompani,:s an exhihit of even cfatc herewi1h. 1:3ASIS OF 81::/-.l{IN(; ,s th~ dcetl recorded 111 Vnlume 4645. Page 51') i11 the DeC"J Rl:cords of Denton Co1.mty. Texas. Page I 0!· 2 ExhibitE Amended Water Line Easement from Wolski to City of Sanger COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-1328153_5.DOC Page 49 AMENDED WATER LINE EASEMENT (Including attached Addendum, which is incorporated herein by reference for all intents and purposes) Date: April __ , 2005 Grantor: Edward F. Wolski and Carrie C. Wolski (Carrie C. Wolski is a Grantor herein solely for the purposes provided below.) Grantor's Mailing Address: 2436 I-35 South, #336, Denton, Denton County, Texas 75205. Grantee: The City of Sanger, a Texas Municipality. Grantee's Mailing Address (including county); P.O. Box 1729, Sanger, Denton County, Texas 76226. Consideration: (1) One and no/lO0's dollars ($1.00), and other good and valuable consideration in hand paid by the Grantee herein named, the receipt and sufficiency of which is hereby fully acknowledged and confessed; (2) Grantee further, assigns, grants and hereby bestows upon Grantor, and/or Grantor's successors or assigns, One (1) "Tap" (i.e. Tap(s) being inclusive of waivers, by the Grantee, of the following: connection fees, impact fees, tap fees, service fees related to the supply of utilities, including but not limited to water, sewer, telephone service, electrical supply, road improvement or access (including curb cuts and street improvements), fire and water protection ( e.g. fire/water hydrants shall be supplied by Grantee at no cost to Grantor), and review/inspection/permit fees, if applicable, related to or involving plan review, construction building permits, site plan review, mechanical permits, building and sign permits, construction building permits, site plan review, mechanical permits, building and sign permits, electrical permits, and plumbing permits -it is expressly understood and agreed that Grantor may use and apply the Tap in his, and/or Grantor's successors or assigns, sole discretion and the Tap shall not be applicable to any specific tract, lot and/or piece of real property or project-it is expressly understood and agreed that the Tap granted herein shall permit Grantor, and/or Grantor's successors or assigns, to initiate, complete, operate, and/or conclude any real property improvements or construction project within Grantee's city limits (including Grantee's extra-territorial jurisdiction), as said limits now exist or may be expanded/contracted in the future, without cost or expense to Grantee. The Tap(s) touch and concern the Property, but the Tap(s) shall be the personal, and separate, property of the Grantor, Edward F. Wolski and Carrie C. Wolski (i.e., they constituted part of the consideration for the grant thereof). Therefore, the Taps shall remain the separate property of the Grantor, Edward F. Wolski and Carrie C. Wolski, after, or following, the conveyance of the servient estate. History 1. Grantor, as successor in interest to :Mark Kempe, and Grantee previously entered into that certain Water Line Easement, dated July 23, 2001, recorded in Volume 4891, Page 1264, Deed Records, Denton County, Texas (the "Original Easement"). It is Grantor's intention that this Water Line Easement shall replace in its entirety the Original Easement. Grant of Water Line Easement . . 2. For the Consideration described above, Grantor grants, sells, and conveys to Grantee a water lme easement ("Water Line Easement") upon and across real property owned by Grantor, which said Water Line Easement hereby conveyed is more particularly described in Exhibit "A" (which is a~ached hereto and incorporated herein for all purposes) subject to the additional conditions contained therem. Water Line Easement (Kempe/Wolski)-Page 1 D-1333005.4 • -A~OU!;j,TION CF EAS[Mi;:NT _rrcpt.A __ MA_RI<_ •~.C1:PE ----- ACREAGE: 6.219 Ac. ·····-··-·. 0 LOCATI.OI\: DEN.TON. COUNT( _____ ----------- ·--·-·----·-------··----------·-· --··· -----··-.. SURVEY: ~-BEBEE SURVEY, ABSTRACT NO. 29 ACQU 1S1TION: o:699-Ac. ( 4328.35 S.F.) , / MARK KEMPE VOL. 4645 PG. ~ 19 6.219 /\c. POIN, OF BEGINNING WATER & SEWER EASEMENT EXHIBIT "A" POINT OF // r.OI.IIJENCING f 400 200 I 0 400 AAA ht! SCA.:..E : 1" :-: 100' 800 ····· . KWW ...... .. •• KEM:::iE.dwg 29784 1" = 400' .. -- .'"' l.' 11 -00 :;i-:[~i 2 o<· 2 r co \..D Character and Purpose of Water Line Easement 3. This instrument grants a Water Line Easement which shall be used only for the purpose of constructing, operating, repairing, maintaining, re-building, replacing, relocating, and removing a water line and all appurtenances thereto. 4. The Water Line Easement shall not exceed the course, scope, parameters, specifications, and dimensions as set forth in Exhibit "A". 5. Grantee, its agents, employees, workmen and representatives shall have the rights of ingress, egress, and regress in, on, under, and across said Water Line Easement, or any part thereof, for the purpose of construction installation, and operation of the Water Line Easement. Encroachments and Obstructions 6. Grantee shall have the right to remove, disassemble, cut, trim, and/or deconstruct any obstructions, natural or man-made including, but not limited to trees, brush, fences, buildings and other obstructions as may be found to prevent or interfere with the Water Line Easement; however, Grantee shall promptly restore the surface of the easement granted herein and any property adjacent thereto to its previous physical condition, to the extent such physical condition does not prevent or interfere with the Water Line Easement, if changed by use of the rights granted herein. Duration of Water Line Easement 7. This Water Line Easement together with its attendant rights and privileges shall be perpetual. Surface, Use, Repair and Restoration 8. Grantee shall have the right to use as much of the surface of the Water Line Easement as may be reasonably necessary for Grantee to construct and install the contemplated facilities in the Water Line Easement. On completion of construction and installation, Grantee shall replace and restore, in a good and workmanlike manner, the surface area (including the surface, topsoil, and vegetation), together with all fences, walls, or other structures that may have been relocated or removed during the construction period. In addition, Grantee shall pay Grantor reasonable compensation both for fences, walls, or structures that may not be replaceable and for all vegetation and crops that are damaged or destroyed during construction. 9. Grantee shall use all reasonable measures and precautions to ensure that livestock, if any, remains within, on, or in adjacent real property before, during, and after the term of this Water Line Easement. 10. Grantee shall place spoil from the proposed Water Line Easement excavation in areas designated by Grantor. Grantee shall transport, dump, and rough grade the spoil. 11. It is expressly understood and agreed that Grantor shall have no duty to repair or maintain the Water Line Easement granted and described herein; it is further understood and agreed that any and all repairs and/or maintenance required or necessitated by the Water Line Easement granted and described herein shall be the sole responsibility of the Grantee. Additionally, Grantee shall maintain the Water Line Easement, and any facilities located therein, in a neat and clean condition. Rights Reserved · 12. Grantor retains, reserves, and shall continue to enjoy the use of the surface of the Water Line Easement described herein for any and all purposes that do not interfere with and prevent Grantee's use of the Water Line Easement. This includes, without limitation, the right to build and use the surface of the Water Line Easement area for drainage ditches and private streets, roads, driveways, alleys, walks, gardens, lawns, planting or parking areas, and other like uses and to dedicate all or any part of the Water Line Easement area to any city for use as a public street, road, or alley. Entire Agreement . . . . 13. This Water Line Easement contains the entire agreement between the parties relatmg to its subject matter. Any oral representations or modifications concerning this Water Line Easement shall be of no Water Line Easement (Kempe/Wolski)-Page 2 D-1333005.4 force and effect. Any subsequent amendment or modification must be in writing and agreed to by both parties. Dispute Expenses and Attorneys' Fees 14. If any controversy, claims or dispute arises relating to this Water Line Easement or its breach, the prevailing party shall be entitled to recover from the other party reasonable expenses, attorneys' fees, and costs. Assignability and Binding Effect 15. This Water Line Easement shall bind and inure to the benefit of the Grantee and grantee's successors or assigns, and to the benefit of the Grantor and the Grantor's heirs, personal representatives, successors, and assigns. [SIGNATURE PAGES IMMEDIATELY FOLLOW] Water Line Easement (Kempe/Wolski)-Page 3 D-1333005.4 • EXECUTED this ___ day of April, 2005, at Denton, Texas. GRANTOR:· Edward F. Wolski STATE OF TEXAS § § COUNTY OF _____ § ACKNOWLEDGEMENT This instrument was acknowledged before me on the __ day of April, 2005, by Edward F. Wolski. [affix Notary Seal here] Notary Public in and for the State of Texas Printed Name of Notary Public The inclusion of Carrie C. Wolski as a signatory herein is not intended to create or acknowledge a separate or community property interest in Carrie C. Wolski but is included herein in order to waive and disclaim any right, title, and/or interest in or to the property subject to this Water Line Easement. Carrie C. Wolski STATE OF TEXAS § § COUNTY OF _____ § ACKNOWLEDGEMENT This instrument was acknowledged before me on the __ day of April, 2005, by Carrie C. Wolski. [affix Notary Seal here] Notary Public in and for the State of Texas Printed Name of Notary Public Water Line Easement (Kempe/Wolski)-Page 4 D-1333005.4 • GRANTEE'S ACCEPTANCE All of the terms, conditions, obligations, and liabilities set forth in this Water Line Easement, are this __ day of April, 2005, accepted by, and on behalf of, the City of Sanger, Texas, by and through its duly designated representative, Tommy Kincaid, Mayor of the City of Sanger, Texas. GRANTEE; THE CITY OF SANGER, TEXAS By: Tommy Kincaid Mayor of the City of Sanger, Texas ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on the __ day of April, 2005, by the City of Sanger, Texas, by and through its duly designated representative, Tommy Kincaid, Mayor of the City of Sanger, Texas. [affix Notary Seal here) Notary Public in and for the State of Texas Printed Name of Notary Public Water Line Easement (Kempe/Wolski)-Page 5 D-1333005.4 EXHIBIT A TOW ATER LINE EASEMENT Easement Property See attached Water Line Easement (Kempe/Wolski)-Page 6 D-1333005.4 Addendum to Water Line Easement Notwithsta:i;iding anything to the contrary in the attached document: In exercising any rights and privileges under this easement, Grantee shall comply fully with any federal, state or local laws, regulations, ordinances or permits. Water Line Easement (Kempe/Wolski)-Page 7 D-1333005.4 Exhibit F Water Line Easement from Wolski to City of Sanger COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-1328153_5.DOC Page 50 • AMENDED WATER LINE EASEMENT Date: April __ , 2005 Grantor: Edward F. Wolski and Carrie C. Wolski (Carrie C. Wolski is a Grantor herein solely for the purposes provided below.) Grantor's Mailing Address: 2436 I-35E South, #336, Denton, Denton County, Texas 75205. Grantee: The City of Sanger, a Texas Municipality. Grantee's Mailing Address (including county); P.O. Box 1729, Sanger, Denton County, Texas 76226. Consideration: (1) One and no/I00's dollars ($1.00), and other good and valuable consideration in hand paid by the Grantee herein named, the receipt and sufficiency of which is hereby fully acknowledged and confessed; (2) Grantee further, assigns, grants and hereby bestows upon Grantor, and/or Grantor's successors or assigns, Nineteen (19) "Taps" (i.e. Tap(s) being inclusive of waivers, by the Grantee, of the following: connection fees, impact fees, tap fees, service fees related to the supply of utilities, including but not limited to water, sewer, telephone service, electrical supply, road improvement or access (including curb cuts and street improvements), fire and water protection (e.g. fire/water hydrants shall be supplied by Grantee at no cost to Grantor), and review/inspection/permit fees, if applicable, related to or involving plan review, construction building permits, site plan review, mechanical permits, building and sign permits, construction building permits, site plan review, mechanical permits, building and sign permits, electrical permits, and plumbing permits -it is expressly understood and agreed that Grantor may use and apply the Taps in his, and/or Grantor's successors or assigns, sole discretion and the Taps shall not be applicable to any specific tract, lot and/or piece of real property or project-it is expressly understood and agreed that the Taps granted herein shall permit Grantor, and/or Grantor's successors or assigns, to initiate, complete, operate, and/or conclude any real property improvements or construction project within Grantee's city limits (including Grantee's extra-territorial jurisdiction), as said limits now exist or may be expanded/contracted in the future, without cost or expense to Grantee; and (3) Grantee will extend water/sewer lines to a projected point due north of the previously existing water and sewer lines and a projected due east extension of View Road. The water and sewer lines are to be put in place 180 days following the final plat approval of the extension of View Road by Grantee and the Texas Department of Transportation. The water line extension is subject to Grantee's authority to construct same pursuant to a valid Certificate of Convenience and Necessity. Pursllant to that certain Compromise Settlement Agreement and Mutual Release, between among others, Grantor and The City of Sanger, Grantor will convey water and sewer easements necessary to extend the lines north to the projected eastward extension of View Road in a form acceptable to Grantee, no later than ten (10) days following final plat approval. Said conveyance is to be free and clear of all other claims and interests, if any. The Tap( s) touch and concern the Property, but the Tap( s) shall be the personal, and separate, property of the Grantor, Edward F. Wolski and Carrie C. Wolski (i.e., they constituted part of the consideration for the grant thereof). Therefore, the Taps shall remain the separate property of the Grantor, Edward F. Wolski and Carrie C. Wolski, after, or following, the conveyance of the servient estate. History 1. Grantor and Grantee previously entered into that certain Water Line Easement, dated July 25, 2001 recorded in Volume 4891, Page 1247, Deed Records, Denton County, Texas (the "Original Ease:Uent"). It is Grantor's intention that this Sewer Line Easement shall replace in its entirety the Original Easement. Water Line Easement (Wolski) -Page I D-1333017.3 Grant of Water Line Easement 2. For the Consideration described above, Grantor grants, sells, and conveys to Grantee a water line easement ("Water Line Easement") upon and across real property owned by Grantor, which said Water Line Easement hereby conveyed is more particularly described in Exhibit "A" (which is attached hereto and incorporated herein for all purposes) subject to the additional conditions contained therein. Character and Purpose of Water Line Easement 3. This instrument grants a Water Line Easement which shall be used only for the purpose of constructing, operating, repairing, maintaining, re-building, replacing, relocating, and removing a water line and all appurtenances thereto. 4. The Water Line Easement shall not exceed the course, scope, parameters, specifications, and dimensions as set forth in Exhibit "A.". 5. Grantee, its agents, employees, workmen and representatives shall have the rights of ingress, egress, and regress in, on, under, and across said Water Line Easement, or any part thereof, for the purpose of construction installation, and operation of the Water Line Easement. Encroachments and Obstructions 6. Grantee shall have the right to remove, disassemble, cut, trim, and/or deconstruct any obstructions, natural or man-made including, but not limited to trees, brush, fences, buildings and other obstructions as may be found to prevent or interfere with the Water Line Easement; however, Grantee shall promptly restore the surface of the easement granted herein and any property adjacent thereto to its previous physical condition, to the extent such physical condition does not prevent ox_-interfere with the Water Line Easement, if changed by use of the rights granted herein. Duration of Water Line Easement 7. This Water Line Easement together with its attendant rights and privileges shall be perpetual. Surface, Use, Repair and Restoration 8. Grantee shall have the right to use as much of the surface of the Water Line Easement as may be reasonably necessary for Grantee to construct and install the contemplated facilities in the Water Line Easement. On completion of construction and installation, Grantee shall replace and restore, in a good and workmanlike manner, the surface area (including the surface, topsoil, and vegetation), together with all fences, walls, or other structures that may have been relocated or removed during the construction period. In addition, Grantee shall pay Grantor reasonable compensation both for fences, walls, or structures that may not be replaceable and for all vegetation and crops that are damaged or destroyed during construction. 9. Grantee shall use all reasonable measures and precautions to ensure that livestock, if any, remains within, on, or in adjacent real property before, during, and after the term of this Water Line Easement. 10. Grantee shall place spoil from the proposed Water Line Easement excavation in areas designated by Grantor. Grantee shall transport, dump, and rough grade the spoil. 11. It is expressly understood and agreed that Grantor shall have no duty to repair or maintain the Water Line Easement granted and described herein; it is further understood and agreed that any and all repairs and/or maintenance required or necessitated by the Water Line Easement granted and described herein shall be the sole responsibility of the Grantee. Additionally, Grantee shall maintain the Water Line Easement, and any facilities located therein, in a neat and clean condition. Rights Reserved . 12. Grantor retains, reserves, and shall continue to enjoy the use of the surface of the Water Lme Easement described herein for any and all purposes that do not interfere with and prevent Grantee's use of the Water Line Easement. This includes, without limitation, the right to build and use the surface of the Water Line Easement (Wolski) -Page 2 D-1333017.3 Water Line Easement area for drainage ditches and private streets, roads, driveways, alleys, walks, gardens, lawns, planting or parking areas, and other like uses and to dedicate all or any part of the Water Line Easement area to any city for use as a public street, road, or alley. Entire Agreement 13. This Water Line Easement contains the entire agreement between the parties relating to its subject matter. Any oral representations or modifications concerning this Water Line Easement shall be of no force and effect. Any subsequent amendment or modification must be in writing and agreed to by both parties. Dispute Expenses and Attorneys' Fees 14. If any controversy, claims or dispute arises relating to this Water Line Easement or its breach, the prevailing party shall be entitled to recover from the other party reasonable expenses, attorneys' fees, and costs. Assignability and Binding Effect 15. This Water Line Easement shall bind and inure to the benefit of the Grantee and Grantee's successors or assigns, and to the benefit of the Gran tor and Grantor's heirs, personal representatives, successors, and assigns. [SIGNATURE PAGES IMMEDIATELY FOLLOW] Water Line Easement (Wolski) -Page 3 D-1333017.3 • EXECUTED this ___ day of April, 2005, at Denton, Texas. GRANTOR: Edward F. Wolski STATE OF TEXAS § § COUNTY OF _____ § ACKNOWLEDGEMENT This instrument was acknowledged before me on the __ day of April, 2005, by Edward F. Wolski. [affix Notary Seal here] Notary Public in and for the State of Texas Printed Name of Notary Public The inclusion of Carrie C. Wolski as a signatory herein is not intended to create or acknowledge a separate or community property interest in Carrie C. Wolski but is included herein in order to waive and disclaim any right, title, and/or interest in or to the property subject to this Water Line Easement. Carrie C. Wolski STATE OF TEXAS § § COUNTY OF _____ § ACKNOWLEDGEMENT This instrument was acknowledged before me on the __ day of April, 2005, by Carrie C. Wolski. [ affix Notary Seal here] Notary Public in and for the State of Texas Printed Name of Notary Public Water Line Easement {Wolski}-Page 4 D-1333017.3 GRANTEE'S ACCEPTANCE All of the terms, conditions, obligations, and liabilities set forth in this Water Line Easement, are this __ day of April, 2005, accepted by, and on behalf of, the City of Sanger, Texas, by and through its duly designated representative, Tommy Kincaid, Mayor of the City of Sanger, Texas. GRANTEE: THE CITY OF SANGER, TEXAS By: Tommy Kincaid Mayor of the City of Sanger, Texas ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on the __ day of April, 2005, by the City of Sanger, Texas, by and through its duly designated representative, Tommy Kincaid, Mayor of the City of Sanger, Texas. [affix Notary Seal here) Notary Public in and for the State of Texas Printed Name of Notary Public Water Line Easement (Wolski) -Page 5 D-1333017.3 • EXHIBIT A TO WATER LINE EASEMENT Water Line Easement (Wolski) -Page 6 Easement Property See attached '- D-1333017.3 • 4891 1252 EXHIBIT"A" REl'NG all that certain lot. t-act or pnrccl of lam! lying an<l being situatcJ in the R. Bebee Survey. Ahstract Numher 29. Denton County, Texas. and being a 20 fool wi<le strip over, untlcr an<l acro;s that certain 91.1)2 acre tract of land conveyed to Edward F. Wolski by tlcc<l recorded in Volume 4609. page 1860 anti that certain 39.80 acre tract of land conveyed to l.:c.l\\'artl F. Vv'olski by <lcc<l ·recorded in Volume 4591. Pa!!.c 1313 in the Deed RcconlsofDcn\on C'ountv. Texas. and being more -. ~ fully Jt:sc.:ribctl as follows: BEGINNING at tbc northeast comer or sai<l 39.SO acre lracl. saitl point lying in the centerline of Lois RnaJ and the west railroac.l Right-of-Way line of the Burlington Nu111!crn Railrow.l; THENCE along sai<l Righl•1)f-\Vay line the following bearings am.I distances: Sou1h Io~ 21' 02" West, l 057 .33 feet to a point in the beginning of a curve to lhc left having a radius or 5779.58 n~et and a central angle of 13 ° 27' 50", passing the northeast comer of the said 91 .f)2 acre tract anJ the snulhcasl corner of said 39.80 acre tract at a distu.ncc of ()56.8.1 feet; A long s:ii<l curve an nrc Ji stance of 1358.14 feet lo a point at th~ end of said cun'c: South 03'' 00' 21" Enst. 179.76 feet to a p1)int at lhc southeast comer ofsaiJ 91 .02 acre Lrac.:l: TH E;-IC'E North 88 '-16' 39" Wcst.11').{)(J feet along the south line of saitl 91.02 acre trnct to a point; TH ENCE North OJ,, 00' 22" West. I 78.14 feet ulong a line .20 feet from and parallel to the cast line or saiJ lJ I .02 acre trut.:t lo a Foint in the hcginning of a curve to the right having a raJius of 5. 799.58 feet anti a central unglc of I 3 2 7' 5rt", and n chord bearing ~Jorth 03 ci 3(>' 49" East and a Jistance or 1359. 71 feet; TH E1'CE a Ion~ s;iit.l cur\'c .ind said 20 foot parallel an urc Ji stance of 1.362.84 feel to a point: THl..:T\'CE :'iorlb Ill 11' 0~' Eas:. 1654.08 feet ulong sui<l 20 foot parallel to a point: Tl !Et--:C'E South 81)" 42' 55" East. 20.20 foci nlong saiJ north line 10 the POli\:T OF BEGl:-JNING and containing 1.46 7 acres of land. more or less. I~ AL>lJlTIO'.'i lo lhc ahow tlcscnhctl pcm1ancnt casement, there shall h~ a sixty (60') f!)OI wide tcmpnrary constniction casement along the \,·cs\ sillc [)r !;aitl pcm1,ment cascmcn\. to expire t1pon comp kt ion of the project or one ( 1) year. whichc\'cr occurs first. This tlcscription acc1m1pani1:s an exhibit nf e,·cn date here\\ ith. BASIS OF BEARING is the Jccd rccor<lcJ in \'olumi: 4(109 Page 1860 in the DL·t.:d Rc~on.ls or Denton C1rnnty. Texas . Page I of 1 I\CQ'.;;_~11;0N 9' [_A~h.l~\D-1r rrw_ry1 __ CDYft.,~Q_f_,_ Y!'Ol.,.$~.I ACREAGE: 130.82 Ac. . LOCAT16t-.::. o·r.:·~ roiT'"'coutH r WATER & SEWER EASEMENTS -·-----·----···--··· ---------·-· SURVEY: ·-R. BEBt:E SiJR\/EY, A3STRACT NO. 29 JI.CO.UISii'IOI\: 2.015 Ac. (8 7. 776.39 S.F.) EXHIBIT "A" S 8~•2·55• E ,~ ~: »::i· ' .:~. :Ii:/~ 20' WATCR !:ASEM ' I : • I N I WI:,: : r· : c;; EDWARD F. WOLSKI di!' ! ; . VOL. 4591 PG. 2313 i: ' ~ 39.80 Ac. fJ.1£ . ~~• ! f? I'! &O' TEIIPORARY CONSTll~PI /"fi; ,:Q• z =11EIITOIT r , r-.., --c,.mo, --, '::{ -;;sir,.-·2,.::-•..:::!,_~-"M3?----------1 .'O -~ I :~ I l,f67 J..c.: I ; ::::! I ••11 !-<:[' : .'Q:: I ' . M l$ =/Ji EDWARD F. WOLSKI VOL 4609 PAGE 1660 .-::,- _:ii5 n I 91.02 ,, . : ,, : Ac .• ,.n7,50 • / f/ .' A-,:i-2r5?" (j. I U ' R~~TnS8 R-5799.58' .....,_ 1 fl · / l•1JSL14' L•IJD~.rs•' • 1•1,1· / CB -SOJ'36'49"W C8 • No.TJ6 49"t ' / Cl • IJ.15.0<' c:t. w 1J59 71• I : Ii/ ! ' L ·~ : 0 . , °!;;'j\fL-1 iu• WMll< L'StUOO 1,\ ~ IIOJ'00'22"W ~?. \ S0l'00-2?"t c ~..,·-_; 178 • .,. , J .,,,,.-179. 75 ~ r I : • ----------~---·. ·.--r---. . '\.__ ll!l8'26'.l9'W W.06' 600 300 0 GOO 1£00 E~•M 9&Mtii#ifi@@W$SJ __ iWriiBSW tm¥S¥#8WA It A SCALE : 1" = 600' : ;-; /':_ ,-.:··. ~-... WOLSX,.dwg • oc •,'.J'-· ,. 29784 -- 1" -= 600' ... : ... i'v CJl w Exhibit G Amended Sewer Line Easement from Wolski to City of Sanger COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-1328153_5.DOC Page 51 AMENDED SEWER LINE EASEMENT (Including attached Addendum, which is incorporated herein by reference for all intents and purposes) Date: April __ , 2005 Grantor: Edward F. Wolski and Carrie C. Wolski (Carrie C. Wolski is a Grantor herein solely for the purposes provided below.) Grantor's Mailing Address: 2436 I-35 ~outh, #336, Denton, Denton County, Texas 75205. Grantee: The City of Sanger, a Texas Municipality. Grantee's Mailing Address: (including county); P.O. Box 1729, Sanger, Denton County, Texas 76226. Consideration: (1) One and no/l00's dollars (1.00), and other good and valuable consideration in hand paid by the Grantee herein named, the receipt and sufficiency of which is hereby fully acknowledged and confessed; (2) Grantee further, assigns, grants, and hereby bestows upon Grantor, and/or Grantor's successors or assigns, One (1) "Tap" (i.e. Tap(s) being inclusive of waivers, by the Grantee, of the following: connection fees, impact fees, tap fees, service fees related to the supply of utilities, including but not limited to water, sewer, telephone service, electrical supply, road improvement or access (including curb cuts and street improvements), fire and water protection (e.g. fire/water hydrants shall be supplied by Grantee at no cost to Grantor), and review/inspection/permit fees, if applicable, related to or involving plan review, construction building permits, site plan review, mechanical permits, building and sign permits, electrical permits, and plumbing permits -it is expressly understood and agreed that Grantor may use and apply the Tap in his, and/or Grantor's successors or assigns, sole discretion and the Tap shall not be applicable to any specific tract, lot and/or piece of real property or project -it is expressly understood and agreed that the Tap granted herein shall permit Grantor, and/or Grantor's successors or assigns, to initiate, complete, operate, and/or conclude any real property improvements or construction project within Grantee's city limits (including Grantee's extra-territorial jurisdiction), as said limits now exist or may be expanded/contracted in the future, without cost or expense to Grantee. The Tap(s) touch and concern the Property, but the Tap(s) shall be the personal, and separate, property of the Grantor, Edward F. Wolski and Carrie C. Wolski (i.e., they constituted part of the consideration for the grant thereof). Therefore, the Taps shall remain the separate property of the Grantor, Edward F. Wolski and Carrie C. Wolski, after, or following, the conveyance of the servient estate. History 1. Grantor, as successor in interest to Mark Kempe, and Grantee previously entered into that certain Sewer Line Easement, dated July 23, 2001,recorded in Volume 4891, Page 1271, Deed Records, Denton County, Texas (the "Original Easement"). It is Grantor's intention that this Sewer Line Easement shall replace in its entirety the Original Easement. Grant of Sewer Line Easement . 2. For the Consideration described above, Grantor grants, sells and conveys to Grantee a sewer hne easement ("Sewer Line Easement") upon and across real property owned by Grantor, which said Sewer Line Easement hereby conveyed is more particularly described in Exhibit "A" (which is attached hereto and incorporated herein for all purposes) subject to the additional conditions contained therein. Sewer Line Easement (Kempe/Wolski)-Page I D-1332994.4 Character and Purpose of Sewer Line Easement 3. This instrument grants a Sewer Line Easement which shall be used only for the purpose of_ constructing, operating, repairing, maintaining, re-building, replacement, relocating, and removing a · sanitary sewer line and all appurtenances thereto. 4. The Sewer Line Easement shall not exceed the course, scope, parameters, specifications, and dimensions as set forth in Exhibit "A". 5. Grantee, its agents, employees, workmen and representatives shall have the rights of ingress, egress, and regress in, on, under, along, and across said Sewer Line Easement, or any part thereof, for the purpose of construction installation, and operation of the Sewer Line Easement. Encroachments and Obstructions 6. Grantee shall have the right to remove, disassemble, cut, trim, and/or deconstruct any obstructions, natural or man-made including, but not limited to trees, brush, fences, buildings and other obstructions as may be found to prevent or interfere with the Sewer Line Easement; however, Grantee shall promptly restore the surface of the easement granted herein and any property adjacent thereto to its previous physical condition, to the extent such physical condition does not prevent or interfere with the Sewer Line Easement, if changed by use of the rights granted herein. Duration of Sewer Line Easement 7. This Sewer Line Easement together with its attendant rights and privileges shall be perpetual. Surface, Use, Repair and Restoration 8. Grantee shall have the right to use as much of the surface of the Sewer Line Easement as may be reasonably necessary for Grantee to construct and install the contemplated facilities in the Sewer Line Easement. On completion of construction and installation, Grantee shall replace and restore, in a good and workmanline manner, the surface area (including the surface, topsoil, and vegetation), together with all fences, walls, or other structures that may have been relocated or removed during the construction period. In addition, Grantee shall pay Grantor reasonable compensation both for fences, walls, or structures that may not be replaceable and for all vegetation and crops that are damaged or destroyed during construction. 9. Grantee shall use all reasonable measures and precautions to ensure that livestock, if any, remains within, on, or in adjacent real property before, during, and after the term of this Sewer Line Easement. 10. Grantee shall place spoil from the proposed Sewer Line Easement excavation in areas designated by Grantor. Grantee shall transport, dump, and rough grade the spoil. 11. It is expressly understood and agreed that Grantor shall have no duty to repair or maintain the Sewer Line Easement granted and described herein; it is further understood and agreed that any and all repairs and/or maintenance required or necessitated by the Sewer Line Easement granted and described herein shall be the sole responsibility of the Grantee. Additionally, Grantee shall maintain the Sewer Line Easement, and any facilities located therein, in a neat and clean condition. Rights Reserved 12. Grantor retains, reserves, and shall continue to enjoy the use of the surface of the Sewer Line Easement described herein for any and all purposes that do not interfere with and prevent Grantee's use of the Sewer Line Easement. This includes, without limitation, the right to build and use the surface of the Sewer Line Easement area for drainage ditches and private streets, roads, driveways, alleys, walks, gardens, lawns, planting or parking areas, and other like uses and to dedicate all or any parts of the Sewer Line Easement area to any city for use as a public street, road, or alley. Entire Agreement . . . 13. This Sewer Line Easement contains the entire agreement between the parties relatmg to its subject matter. Any oral representations or modifications concerning this Sewer Line Easement shall be Sewer Line Easement (Kempe/Wolski}-Page 2 D-1332994.3 of no force and effect. Any subsequent amendment or modification must be in writing and agreed to by both parties. Dispute Expenses and Attorneys' Fees 14. If any controversy, claims or dispute arises relating to this Sewer Line Easement or its breach, the prevailing party shall be entitled to recover from the other party reasonable expenses, attorneys' fees, and costs. Assignability and Binding Effect 15. This Sewer Line Easement shall bind and inure to the benefit of the Grantee and Grantee's successors or assigns, and to the benefit of the Grantor and the Grantor's heirs, personal representatives, successors, and assigns. [SIGNATURE PAGES IMMEDIATELY FOLLOW] Sewer Line Easement (Kempe/Wolski)-Page 3 D-1332994.3 EXECUTED this ___ day of April, 2005, at Denton, Texas. GRANTOR: Edward F. Wolski ST ATE OF TEXAS § § COUNTY OF _____ § ACKNOWLEDGEMENT This instrument was acknowledged before me on the __ day of April, 2005, by Edward F. Wolski. [affix Notary Seal here] Notary Public in and for the State of Texas Printed Name of Notary Public The inclusion of Carrie C. Wolski as a signatory herein is not intended to create or acknowledge a separate or community property interest in Carrie C. Wolski but is included herein in order to waive and disclaim any right, title, and/or interest in or to the,property subject to this Sewer Line Easement. Carrie C. Wolski STATE OF TEXAS § § COUNTY OF _____ § ACKNOWLEDGEMENT This instrument was acknowledged before me on the __ day of April, 2005, by Carrie C. Wolski. , [affix Notary Seal here] Notary Public in and for the State of Texas Printed Name of Notary Public Sewer Line Easement (Kempe/Wolski)-Page 4 D-1332994.3 GRANTEE'S ACCEPTANCE All of the terms, conditions, obligations, and liabilities set forth in this Sewer Line Easement, are this __ day of April, 2005, accepted by, and on behalf of, the City of Sanger, Texas, by and through its duly designated representative, Tommy Kincaid, Mayor of the City of Sanger, Texas. GRANTEE: THE CITY OF SANGER, TEXAS By: Tommy Kincaid Mayor of the City of Sanger, Texas ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on the __ day of April, 2005, by the City of Sanger, Texas, by and through its duly designated representative, Tommy Kincaid, Mayor of the City of Sanger, Texas. [affix Notary Seal here] Notary Public in and for the State of Texas Printed Name of Notary Public Sewer Line Easement (Kempe/Wolski)-Page 5 D-1332994.3 • EXHIBIT A TO SEWER LINE EASEMENT Easement Property See attached Sewer Line Easement (Kempe/Wolski}-Page 6 D-1332994.3 • Addendum to Sewer Line Easement Notwithstanding anything to the contrary in the attached document: In exercising any rights and privileges under this easement, Grantee shall comply fully with any federal, state or local laws, regulations, ordinances or permits . Sewer Line Easement (Kempe/Wolski)-Page 7 D-1332994.3 4891 1275 EXHIBIT "A" BF.ING :~II that certain lot. t-act or parcel of land lying and being situateJ in the R. Bebee Survey, Ahstrac:t J\:umher 29. Denton County, Texas. and hcing a 20 foot wide strip over, under and across that certain 6.219 acre tract of land conveyed lo Murk Kempe by deed recorded in Volume 4645. Page 519 in the Deed Recnnl!-of Denton County. Texas. and being more fully descrihecl as follows: COMMENCING at the sou1hcast comer of said u.219 acre tract. said point lying in the centerline of l.ois Road and rhe west railroad Right-of-Way line: THENCE North 88'' 52' 48' \Vest, JS::!6.47 feet along the south line of said r,.219 acre tract to the POINT OF BEGINN!\IC:i orthis casement: THENCE 1',;01th 88'' 52' 48" \Vest. 20.00 feet along the south line of the said 6.219 acre tract to a point: THE1'CE North 01" 07' \21 East. 167.22 feet to a point in the north line of said (1.:21C> ~ere tract: TH El\C'E South 80: 3 l' 41" Easl, 20.21 feet along the nonh 1ine of sai<l 6.2 i 9 acre tract to a point THENCE South 01-: 07' 12" West 1()4.29 feet to the POINT OF BEG!NNJt--;G and containing 0.07(1 acres or laml. mori: or less. IN ADDrTIO!\ to the ahovt described pem1ancnt casement, there shall be a sixty ((iO') foot wide temporary consrn1ction easement along the East side of saitl pi:m1:.1nent easement. to expire uron completion or the project or one (I) year,\~ hiche\·er occurs first. This descriptiL)n accompani1~s an exhibit of even date herewith. BASIS OF BEARl>lG is trc tleeJ recorded in Volume 4645. Page 519 in the Deed Records of Denton County, Texas. ACOUlSl";'l(;:iN OF EASO,!:J-, 1 FRrn.i r,lAR!< 1-:.:[M:-[ .A.C~EAG_E: 6.21_9 Ac. __________ _ --------.... .. ------SEWER EASEMENT _ L_q~~_-;-ION: DENTON __ COLiN..,...., __ ... •··· ·--··---·. SURVEY: R. BEBEE SURVEY. ABSTRACT NO. 29 ACQUISI =ION: 0.076 Ac. (3.315.15 S.F~f-·---------·---·--EXHIBIT "A" \ \ , I ' I . : I ' MARK KEMPE ••m•·o_o"\t sa~a~·:rE VOL. 4645 PG 51 9 i9 J~,~~aai~:.7 I 6. 2 1 9 /J.,c .· C:.•SC-56•~5-l \ ~ I R•JJ,S-,;i -. l" l•475.JO' I ~ .!:"~ I ; ca • NOJ'Js·s~-w 1 1::::: ,.. ~ , CL• '3G77' ~ c-,-_5~ ) i / .r.:-.· -r =-~ -~•c.J ~ ~811'!il'•,..E ; : J-lll'TCL --5°188' HJ0'00'07"W -----• !:.'i-<. ,..._ ~ • --2~ JJ' "'Sf:5:r~~, Cr-: l ---=-.:.------H&e-s2·;a-=w • -· · · ... 7i.$'1!!' O"" 1'-2147' ' 7.· · .... _ .... .::::....:__: __ ~ __ ...Ll"'\rr-_o,~::....,-~--•,:..7:--·s,u.ii·1•-w ,g .c1· ;N00-4e'<7"[ g~ r• ) . /;;;.• I ~~ ,o' POiNi OF I / : d . BEGl~,NING .------~ .' Q:" . IPUtNT OF f ; ':::::! • "e1rs2·•e·.v COMJ.AFNr.lNG., • ,'( · io.oo / Q: : I ' I LO I i I'"-) I ' I I - : I 400 200 0 400 800 r••:3.,,;,,;;;J:!!!'.~:!®ffiiM&~i/!#\it,;.;;;;;J SCALE : 1" --100' ~t--~\;·}~--~-;:'~)i;~_:~t.{/?:~\.:~-'.,?r~ \: ... ~~~~r ,f ~·};c_f~ c: \.,c;?-..;•~UfCt. it-. ;-1,. 11-1 •... -, AN '""'C.'v~:.... :, ) .\_ ( KWW 1" = 4-00' '.!:,··-: :)t-J -=-,...:c c::..;c·.'", .. "' KEMPE.dwg 29784 ,.., L l l .iz. O':J \..0 ,. -. ·; :~ ·' ' Exhibit H Sewer Line Easement from Wolski to City of Sanger COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-1328153_5.DOC Page 52 AMENDED SEWER LINE EASEMENT Date: April __ , 2005 Grantor: Edward F. Wolski and Carrie C. Wolski (Carrie C. Wolski is a Grantor herein solely for the purposes provided below.) Grantor's Mailing Address: 2436 I-35 South, #336, Denton, Denton County, Texas 75205. Grantee: The City of Sanger, a Texas Municipality. Grantee's Mailing Address: (including county); P.O. Box 1729, Sanger, Denton County, Texas 76226. Consideration: (1) One and no/I00's dollars ($1.00), and other good and valuable consideration in hand paid by the Grantee herein named, the receipt and sufficiency of which is hereby fully acknowledged and confesses; (2) Grantee further, assigns, grants and hereby bestows upon Grantor, and/or Grantor's successors or assigns, Four (4) "Taps" (i.e. Tap(s) being inclusive of waivers, by the Grantee, of the following: connection fees, impact fees, tap fees, service fees related to the supply of utilities, including but not limited to water, sewer, telephone service, electrical supply, road improvement or access (including curb cuts and street improvements), fire and water protection (e.g. fire/water hydrants shall be supplied by Grantee at no cost to Grantor), and review/inspection/permit fees, if applicable, related to or involving plan review, construction building permits, site plan review, mechanical permits, building and sign permits, electrical permits, and plumbing permits -it is expressly understood and agreed that Grantor may use and apply the Taps in his, and/or Grantor's successors or assigns, sole discretion and the Taps shall not be applicable to any specific tract, lot and/or piece of real property or project -it is expressly understood and agreed that the Taps granted herein shall permit Grantor, and/or Grantor's successors or assigns, to initiate, complete, operate, and/or conclude any real property improvements or construction project within Grantee's city limits (including Grantee's extra-territorial jurisdiction), as said limits now exist or may be expanded/contracted in the future, without cost or expense to Grantee; and (3) Grantee will extend water/sewer lines to a projected point due north of the previously existing water and sewer lines and a projected east extension of View Road. The water and sewer lines are to be put in place 180 days following the final plat approval of the extension of View Road by Grantee and the Texas Department of Transportation. The water line extension is subject to Grantee's authority to construct same pursuant to a valid Certificate of Convenience and Necessity. Pursuant to that certain Compromise Settlement Agreement and Mutual Release, between among others, Grantor and The City of Sanger, Grantor will convey water and sewer easements necessary to extend the lines north to the projected eastward extension of View Road in a form acceptable to Grantee, no later than ten (10) days following final plat approval. Said conveyance is to be free and clear of all other claims and interests, if any. The Tap(s) touch and concern the Property, but the Tap(s) shall be the personal, and separate, property of the Grantor, Edward F. Wolski and Carrie C. Wolski (i.e., they constituted part of the consideration for the grant thereof). Therefore, the Taps shall remain the separate property of the Grantor, Edward F. Wolski and Carrie C. Wolski, after, or following, the conveyance of the servient estate. History 1. Grantor and Grantee previously entered into that certain Sewer Line Easement, dated July 25, 2001, recorded in Volume 4891, Page 1255, Deed Records, Denton County, Texas (the "Original Easement"). It is Grantor's intention that this Sewer Line Easement shall replace in its entirety the Original Easement. Sewer Line Easement {Wolski) -Page 1 D-1332969.3 Grant of Sewer Line Easement 2. For the Consideration described above, Grantor grants, sells, and conveys to Grantee a sewer line easement ("Sewer Line Easement") upon and across real property owned by Grantor, which said Sewer Line Easement hereby conveyed is more particularly described in Exhibit "A" (which is attached hereto and incorporated herein for all purposes) subject to the additional conditions contained therein. Character and Purpose of Sewer Line Easement 3. This instrument grants a Sewer Line Easement which shall be used only for the purpose of constructing, operating, repairing, maintaining, re-building, replacing, relocating, and removing a sanitary sewer line and all appurtenances thereto. 4. The Sewer Line Easement shall not exceed the course, scope, parameters, specifications, and dimensions as set forth in Exhibit "A". 5. Grantee, its agents, employees, workmen and representatives shall have the rights of ingress, egress, and regress in, on, under, along, and across said Sewer Line Easement, or any part thereof, for the purpose of construction installation, and operation of the Sewer Line Easement. Encroachments and Obstructions 6. Grantee shall have the right to remove, disassemble, cut, trim, and/or deconstruct any obstructions, natural or man-made including, but not limited to trees, brush, fences, buildings and other obstructions as may be found to prevent or interfere with the Sewer Line Easement; however, Grantee shall promptly restore the surface of the easement granted herein and any property adjacent thereto to its previous physical condition, to the extent such physical condition does not prevent or interfere with the Sewer Line Easement, if changes by use of the rights granted herein. Duration of Sewer Line Easement 7. This Sewer Line Easement together with its attendant rights and privileges shall be perpetual. Surface, Use, Repair and Restoration 8. Grantee shall have the right to use as much of the surface of the Sewer Line Easement as may be reasonably necessary for Grantee to construct and install the contemplated facilities in the Sewer Line Easement. On completion of construction and installation, Grantee shall replace and restore, in a good and workmanlike manner, the surface area (including the surface, topsoil, and vegetation), together with all fences, walls, or other structures that may have been relocated or removed during the construction period. In addition, Grantee shall pay Grantor reasonable compensation both for fences, walls, or structures that may not be replaceable and for all vegetation and crops that are damaged or destroyed during construction. 9. Grantee shall use all reasonable measures and precautions to ensure that livestock, if any, remains within, on, or in adjacent real property before, during, and after the term of this Sewer Line Easement 10. Grantee shall place spoil from the proposed Sewer Line excavation in areas designated by Grantor. Grantee shall transport, dump, and rough grade the spoil. 11. It is expressly understood and agreed that Grantor shall have no duty to repair or maintain the Sewer Line Easement granted and described herein; it is further understood and agreed that any and all repairs and/or maintenance required or necessitated by the Sewer Line Easement granted and described herein shall be the sole responsibility of the Grantee. Additionally, Grantee shall maintain the Sewer Line Easement, and any facilities located therein, in a neat and clean condition. Rights Reserved . 12. Grantor retains, reserves, and shall continue to enjoy the use of the surface of the Sewer Lme Easement described herein for any and all purposes that do not interfere with and prevent Grantee's use of the Sewer Line Easement. This includes, without limitation, the right to build and use the surface of the Sewer Line Easement area for drainage ditches and private streets, roads, driveways, alleys, walks, Sewer Line Easement (Wolski)-Page 2· D-1332969.3 • gardens, lawns, planting or parking areas, and other like uses and to dedicate all or any part of the Sewer Line Easement area to any city for use as a public street, road, or alley. Entire Agreement 13. This Sewer Line Easement contains the entire agreement between the parties relating to its subject matter. Any oral representations or modifications concerning this Sewer Line Easement shall be of no force and effect. Any subsequent amendment or modification must be in writing and agreed to by both parties. Dispute Expenses and Attorneys' Fees 14. If any controversy, claims or dispute arises relating to this Sewer Line Easement or its breach, the prevailing party shall be entitled to recover from the other party reasonable expenses, attorneys' fees, and costs. Assign.ability and Binding Effect 15. This Sewer Lirie Easement shall bind and inure to the benefit of the Grantee and Grantee's successors or assigns, and to the benefit of the Grantor and the Grantor's heirs, personal representatives, successors, and assigns. Release, Abandonment and Termination of Previous Line Easement 16. Grantee hereby releases, abandons, and terminates the easement granted by Curtis E. Ramey to the City of Sanger as set forth in the instrument dated December 4, 1973, and filed for record January 5, 1974, in Vol. 869 Page 851, Real Property Records of Denton County, Texas. [SIGNATURE PAGES IMMEDIATELY FOLLOW] Sewer Line Easement (Wolski)-Page 3 D-1332969.3 EXECUTED this ___ day of April, 2005, at Denton, Texas. GRANTOR: Edward F. Wolski STATE OF TEXAS § § COUNTY OF ______ § ACKNOWLEDGEMENT This instrument was acknowledged before me on the __ day of April, 2005, by Edward F. Wolski. [affix Notary Seal here] Notary Public in and for the State of Texas Printed Name of Notary Public The inclusion of Carrie C. Wolski as a signatory herein is not intended to create or acknowledge a separate or community property interest in Carrie C. Wolski but is included herein in order to waive and disclaim any right, title, and/or interest in or to the property subject to this Sewer Line Easement. Carrie C. Wolski STATE OF TEXAS § § COUNTY OF _____ § ACKNOWLEDGEMENT This instrument was acknowledged before me on the __ day of April, 2005, by Carrie C. Wolski. [ affix Notary Seal here] Notary Public in and for the State of Texas Printed Name of Notary Public Sewer Line Easement {Wolski) -Page 4 D-1332969.3 • GRANTEE'S ACCEPTANCE All of the terms, conditions, obligations, and liabilities set forth in this Sewer Line Easement, are this day of April, 2005, accepted by, and on behalf of, the City of Sanger, Texas, by the through its duly designated representative, Tommy Kincaid, Mayor of the City of Sanger, Texas. GRANTEE: THE CITY OF SANGER, TEXAS By: _________ _ Tommy Kincaid Mayor of the City of Sanger, Texas ACKNOWLEDGMENT STATE OF TEXAS § § COUNTY OF DENTON § This instrument was acknowledged before me on the __ day of April, 2005, by the City of Sanger, Texas, by and through its duly designated representative, Tommy Kincaid, Mayor of the City of Sanger, Texas. [affix Notary Seal here] Notary Public in and for the State of Texas Printed Name of Notary Public Sewer Line Easement (Wolski} -Page 5 D-1332969 .3 EXHIBIT A TO SEWER LINE EASEMENT Easement Property See attached Sewer Line Easement (Wolski) -Page 6 D-1332969.3 I+ 8 9 I 1260 EXHIBIT "t\" BEING all 1h~1t certain lot. tract or parcel of land lying and being situated in the R. Bebee SurYcy. Ahstracl Nllmbt.:r 29, Dcnto l County. Texas. and being a 2() foot wide strip over, untlcr antl across that certain ]l) 80 acre tract oflanu conveyed to l:::c.lwan.1 F. Wolski by deed rcconJcd in Volume 4591 Page ~31 Jin the DccJ Rcco1JsofDcnton County. Texas. and being more fully described as follows: COM:v!El':CING at the most westerly nonhwest comer of the said 39.80 acre tract. said point lying in Lhe cast Right-of-Way line of Interstate Highway 35.a variable width Right-of-Way: TllE~C'E South 89'' 09' 24'' EJst. J 15.09 feet along the north line of the sai<l 39.80 acre truct to the POINT OF BEGINNING o:this casement: TH ENCE South 89" 09' 24' East. 86.56 feet along the north line of suiJ 39.80 acre tract to a point: THENCE :'forth 01., 13' 56'' East. 448.2<> feet along the west line or the saiJ J9.80 acre tract to a poin1: TH ENCE South 88 ._. 40' 1-f' East. I 68.08 feet to a point: Tl I F.NC'E !'\orth O I'· I 9' 46" East. 20.09 l'cct to a point in the north line of the said 3 1).80 acre tract and in the centerline of Lui~ Road; TH ENCi-: South 88" 51' -lS'' East, 20.00 feet along the north line of the said 39.80 acre tract anJ Lois Road to a point: THENCE South U 1 ·-t t)' 4(1'' \.\" l'.:sl. 4 I .IJ7 feel. leaving the north line of the sui<l 39.80 acre tract and I .n1:; Road, tn a point; THENCE Nllrth ss·, 40' 1-l" West, 168.08 f'cr.:110 a point TH E'.\l'F. South O l ·' I J' 50" West. 44 7 .115 feet along a I inc 10 reel from an<l parallel to I he \1.:cst line of the saiJ 31).80 acre tract tJ a point: THEl'iC'E '.or111 8lJ 1)1)· 24' West. 86A2 feet to a point; THL::\U:. South Oo-5:1' 51' \\/est. 451.65 red to a point in the south line of saitl J9.SL> acre 1rac!; THEM ·r. North 88 · 44' 24" \\-est. .2l1.UO li::ct along. the south line of the sai<l 31).80 acre tract to a point: THENCE t\orth IHI 57' 51" l-:ttst .. .p 1.3<> feet tn the POINT OF 8t-:lilN'.\Jl:--;Li and conta1nit1); ll.5-l~ acres of lanJ. more or less. Page: I of 3 Li 89 I 1261 IN A DDiTIO:--J to the abov,: describcJ pcnnanenl casement. there shall he a sixty ((>0') foot wiJe tcmpornry construction eas,:mcnt aiong the t!:.lSl side of said pemrnnerll casement. to expire upon complc1ion of the project or one (I) year. \\'hichevcr occurs first. This description accompani ::s an exhibit of even date hcrt:w11!1. BASIS OF l:3F.ARINCi is the dcc<l recorded in Vnlumc 4591 Page 2313 111 the Oecd Records of Oenton County, Texas. Page 2 nr 3 /',COUISITIOr·J__OF. EASEMeH FROM ACREAGE: ~ 30.82 Ac._ __ _ LOCATION: DE!'<.!9~ .. fCLJr~Tf WATER & SEWER EASEMENTS ---···-.... --SURVEY: R. BEBE£ SURVE"Y, A3STRACT NO. 29 ACOUlSlTlON: 2.015 Ac·: .(87,°i76~39 ·s:F.) S 89" •2·55• E 20.26' ·1· ·..:....:.:.:-= : . ..:..;..-:~.:.-:1-0~~~P~:: :.:-; -:: · : EDWARD F. WOLSKI VOL. 459 l pr,_ 2.31 3 39.80 Ac. I :0 : -::( ·O ' i Ct: l.•67k;.:, ::::} ,, .-<' EDWARD F. WOLSKI VOL. 4609 PAGE 18GO 91.02 Ac. I ,. I 'I. 'I .·n=:· / , :. !(£ m. ' POINT OF BEClNMNC /g'' ; t:,• IS27'5?' I II ' fr:g,;'.;,t ~=~;;:;:. -.._ : t,1. ' ✓ L•lJSt.1<' , CB • HOJ"J6'<91/ n CB -SOJ'J6 ~9"W Cl • IJS~ 71 , , Cl • 1355.0< II -'I . ! II L-sr1,•'"7 ! t : ~o• WAllr( t,.~VtNI --tif-! in . ~ :n ll Nc:i-oo·22 -w tl 11 \ so::i-00·22'E t-"ID-1"--' 178.1<' ~L J ,,..,,--17P 75' ~ I t.. ' . ---------~---__..J-... ~ ' • N811'26'J9'1'1 200&' 600 300 0 600 1200 f!AABWI ffi9tMtN¥1¥--#W&4ifk& ~ -tfiiiMMEffl iR&tl#-ffit#~ SCALE : 1" = 600' "": :. :.·. MOH l'' = 600' WOLSKl.dw•-;J ·.·;.. 29784 -- Exhibit I Utility Pole Easement COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-1328153_5.DOC Page 53 Utility Pole License Date: Thursday, February 26, 2004. Licensor: Mark Kempe, a married man, owning, occupying, and claiming other property as homestead Licensor's Mailing Address: 2001 Bryan -STE 1600, Dallas, Texas 75201. Licensee: City of Sanger, a Texas Municipal Corporation, organized· and operating pursuant to the Constitution and laws of the State of Texas. Licensee's Mailing Address: 201 Bolivar, Sanger, Texas 76266. Consideration: Ten and no/l00's dollars ($10.00) and other good and valuable consideration. Property Subject to License (hereinafter referred to as the "Property"): All of that area upon which are fixed two (2) Utility Poles, and the Utility Pole "guy wires" attached thereto, located in/on the western boundary of 6.0551 acres of real property, more or less, in Sanger, Denton County, Texas, more fully descn'bed as: See Exhibit "A" attached hereto, and incorporated herein the same as if copied verbatim. Reservations from Conveyance: All of that 0.1665 acres ofland more or less more full onfm Exhibit "B,, attached hereto, and incorporated herein the same as if copied verbatim. Exceptions to Conveyance and Warranty: Validly existing easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded and validly existing instruments, other than conveyances of the surface fee estate, that affect the Property; and Property Truces for 2003, and subsequent assessments for~at an,2 prior years due to change in land usage, ownership, or both, the payment of which Ll~exfsi[assumes. Additionally, all of that real property described in/on Exhibit ''B" attached hereto, and incorporated herein the same as if copied verbatim,!! excepted from conveyance, and the limited warranties of title set forth herein. Grant of License: Licensor, for the Consideration and subject to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Licensee a license coupled with an interest (by virtue of the improvements constructed by Licensee) to "continue" the use of that part of the Property where its (i.e., the Licensee's) two (2) Utility Poles, and the Utility Pole "guy wires" attached thereto, are currently placed (i.e., on the western boundary of the Property adjacent to the I-35 HWY access road), and up to, and including, ten (10) feet around said Utility Poles and the Utility Pole "guy wires." It is expressly understood DI1d agreed, by Licensor and Licensee, that no additional development or expansion is allowed by this license -olher than lhe repair, maintenance, servjoe, or replacement set forth and f Utility Pole License :Me: of 6 :i,1censor/Llcensee Initials· / __ ~--·-----------------.. ····--•·------·--··•---·•·•·· ..... • described herein. Licensee is hereby granted the right of ingress and egress on the Property (making use of existing roads, drive-ways, etc. where/if possible), for the purpose of maintaining, repairing, and servicing the Utility Poles and the Utility Pole "guy wires," Licensee shaU use due care not to damage the surface or any improvements thereon, and shall, after the completion of any repairs, maintenance, service or replacement (using the same or substantially same equipment-it being the intent of Licensor and Licensee not to "burden" the Property or alter the license granted hereby other than maintaining the status quo), return the Property to the same, or substantially same, condition or state as existed prior to any repair, maintenance, service, or replacement . Disclaimer of Warranties: All warranties that might arise by common law as well as the warranties in section 5.023 of the Texas Property Code (or its successor) are excluded. As a material part of the Consideration for this License, Licensor and Licensee agree that Licensee is taking the license (and Property subject to same) "AS IS" with any and all latent and patent defects and that there is M warranty by Licensor that the license (and Property subject to same) bas a particular financial value or is fit for a particular purpose, Licensee acknowledges and stipulates that Licensee is not relying on any representation, statement, or other assertion with respect to the license condition (and Property subject to same) but is relying on Licensee's examination of the license (and Property subject to same). Licensee takes the license (and Property subject to same) with the express understanding and stipulation that there are no express or implied warranties except for limited warranties of title set forth in this License. Disclaimer of Homestead: Licensor, a married man, owning, occ~pying, and claiming other property as homestead, represents that the Property is neither the residential nor business homestead of the Licensor, and that real property (other than, and excluding, the Property) is owned, occupied and claimed by the Licensor exclusively as the homestead property of the Licensor. Duration: The license granted hereby shall endure, last, and continue, so long as the Licensee shall use the license (and Property subject to same) for the placement of two (2) Utility Poles, and the Utility Pole "guy wires" attached thereto, as currently placed/located, and no other place or part of the Property, and no longer, and, upon cessation of the use of the license (and Property subject to same) for the placement of two (2) Utility Poles, and the Utility Pole "guy wires" attached thereto, this license shall tenninate, and be of no further force or effect, and the Property subject to the license shall revert to the Licensor, or his successors or assigns ( and by virtue of "merger doctrine'' terminate and be ofno further force or effect). It is expressly understood and agreed, by Licensor and Licensee, that the license (and Property subject to same) shall ~ot be altered or expanded, without the express written consent of the other Party, and no eqwpment (including poles, wire, or fixtures) substantially different from that now in place shall be used or installed on the license (or Property subject to same). Assignement/Delagation: It is expressly understood ~d agreed, by ~icensor and License~, that Licensee shall not assign the license (and Property subject to same) without the express wntten £) Utility Pole License J~JJfe 210£J(, {l,V Licensor/Licensee Inltlnls.-_t-.- ·----·-..• ·-·-··-----~--.-------------···----·------ - consent of Licensor; however, Licensee may delegate its duties of maintaining, repairing, and servicing the Utility Poles and the Utility Pole "guy wires," to a responsible third party; however Licensee shall not be absolved of._its responsibility to return the Property to the same, or substantially same, condition or state as existed prior to any repair, maintenance, service, or replacement . Licensor may convey or assign the Property, but, unless the license has terminated, the Property shall remain subject to the license created herein/hereby. When the context requires, singular nouns and pronouns include the plural. LICENSOR: Mark Kempe --;7/ fo.= ~~ LICENSOR'S ACJ(NOWLEDGEMENT § § 1 L This instrument (i.e., Utili'ty Pole Lice11se) was ackno _J1_, 2004, by Mark Kempe. Utility Pole Licerise ··-··-·· ····--···-------···· ·----....... . • LICENSEE: CITY OF SANGER By: ----------------Jack Smith, City Manager, City of Slinger LICENSEE'S ACKNOWLEDGEMENT STATE OF TEXAS § COUNTY OF ____ § This instrument (i.e., Utility Pole License) was acknowledged before me on March ___, 2004, by Jack Smith, as the City Manager, and duly authorized representative of, the City of Sanger. Notary Public, State of Texas Utility Pole Lice11se ~,t\: Licensor/Licensee Initlnls: / __ EXHIBIT A Property Description Being a tract ofland situated in the B.F. Lynch Survey, Abstract Number 725, Denton Cowity, Texas and being a portion of that tract ofland described by deed to Edward F. Wolski, as recorded in Volume 4519, Page 648, Deed Records, Denton County, Texas as being more particularly described by metes and bounds as follows: BEGINNING at a P JC. Nail found at the southeast property comer of said Wolski Tract, said P .K. Nail is in the centerline of Lois Road at the intersection of the west right-of-way line of the G.C. & S.F. Railroad; THENCE N B8°S2'48"W, 1926.45 feet along the centerline of Lois Road to a P.K. Nail found in the east right-of-way line of Highway 35; THENCE N 00°45'47"E, 29.90 feet aJong the east right-of-way line of Highway 35 to a 1/2 inch iron rod found; THENCE N 30°00'07"W, 49.41 feet continuing along said east right-of-way line to a 1/2 inch iron rod found at the beginning of a curve to the lefti THENCE with said east right-of-way line and with said curve to the left, through a central angle of 80°56'05", having a radius of 336.48 feet, the long chord of which bears N 03°3S'S9''W, 436.77 feet, an arc distance of 475.30 feet to a 1/2 inch iron rod with plastic cap stamped "ALLIANCE'' set; THENCE N 44°04'00''W, 59.30 feet along the east right-of-way line of Highway 35 to a 1/2 inch iron rod with plastic cap stamped "ALLIANCE" set; THENCE S 83°38'30"E, 400.00 feet departing said east right-of-way line to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set; THENCE S 06°21 '30"W, 329.90 feet to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set; THENCE S so031 '41"E, 1095.83 feet to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set; THENCE S 88°S2'48"E, 581.88 feet to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set in the west right-of-way line of the G.C. & S.F. Railroad; THENCE S 10°21 •1 S"W, 25.33 feet along said west.right-of-way line to the POINT OF BEGINNING and containing 6.2216 acres ofland more or less (reduced by the Right of Way descn'bed by(m Exhibit B). ;-- Utility Pole License ~,ti Licensor/Licensee Initials: / __ ~- --------:--------------··-··· •··--·----··---·--······· ,, . I . I I - ExhibitB Wal+Mart's Right-of-Way All of that real property in Sanger, Denton County, Texas more fully described as being a tract ofland situated in the B.F. Lynch Survey, Abstract Number 725, Denton County, Texas and being a portion of that tract of land described by deed to Mark Kempe, as recorded in Volwne 4645, Page 519, Deed Records, Denton County, Texas and being more particularly described by metes and bounds as follows: BEGINNING at a P.K. Nail found at the southeast comer of said Kempe Tract, saidP.K. Nail is in the centerline of Lois Road at the intersection of the west right-of-way line of the G.C.& S.F. Railroad right-of-way; TIIENCE N 88°52'48"W, 288.905 feet along the south line of said Kempe tract and the centerline of said Lois Road to a P.K. nail set; THENCE N 01°07'1 2"E, 25.00 feet to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" found in the north line of said Kempe tract, said point also being in the existing north right-of-way line of said Lois Road and the in the south line of that certain tract ofland described by deed to Wal-Mart Stores East, Inc., as recorded in Volume 4631, Page 1576, Deed Records, Denton County, Texas; THENCE S 88°52 '48"E, 290.94 feet along the north line of said Kempe tract, the existing north right-of-way line of said Lois Road and the. south line of said Wal-Mart Stores East tract to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" found in the west right-of-way line of said G.C.&S.F. Railroad ri&Qt-of-way, said point being the southeast comer of said Wal-Mart Stores East tract and the northeast comer of said Kempe tract; THENCE S 10°21 'I S"W, 25 .33 feet along the west right-of-way line of said G .C.&S.F. Railroad right-of-way and the east line of said Kempe tract to the POINT OF BEGINNING and containing 0.1665 acres ofland more or less. AFfER RECORDING RETURN TO: Robert L. Dillard, m Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Lincoln Plaza 500 N. Akard ST Dallas, Texas 75201-6616 Utility Pole License ~:f6 Llcens~r/Llcensee Initials: ~-- Exhibit J Deed in Lieu of Foreclosure COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-1328153_5.DOC Page 54 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Correction Deed in Lieu of Foreclosure Date: December 31, 2004. Grantor: Mark Kempe, and Ballerie Kempe, husband and wife, as their non-homestead separate property. Grantor's Mailing Address: 2001 Bryan, STE 1600, Dallas, Dallas County, Texas 75201- 3017. Grantee: Edward F. Wolski, husband of Carrie C. Wolski, as his separate property. Grantee's Mailing Address: STE 336, 2436 I-35E South, Denton, Denton County, TX 76205- 4900. Note Date: July 30, 2000 Original principal amount: One Million Three Hundred Fifty Thousand and no/l00's Dollars $1,350,000.00 Borrower: Mark Kempe, Lender and Holder: Edward F. Wolski Maturity date: On Demand. Deed of Trust: Date: July 30, 2000 Original principal amount: One Million Three Hundred Fifty Thousand and no/lO0's Dollars $1,350,000.00 Grantor: Mark Kempe, Deed in Lieu of Foreclosure (Kempe/Wolski) Pagelof7 Grantee: Edward F. Wolski Trustee: Tom Dirickson Recordation Information: Recorded in the Real Property Records of Denton County, Texas on August 03, 2000, in Volume 4645, Page 523, and bearing Clerk's Filing Number 0074084 Consideration: Ten and No/I 00 Dollars ($10.00) and further the release of Granter from all liability for the indebtedness and obligations under the Note and Deed of Trust, except that no release is given of any liens or warranties of title and further except that the indebtedness under the Note is not canceled or extinguished. · Property (including any improvements): Being a tract of land situated in the B.F. Lynch Survey, Abstract Number 725, Denton County, Texas and being a portion of that tract of land described by deed to Edward F. Wolski, as recorded in Volume 4519, Page 648, Deed Records, Denton County, Texas as being more particularly described by metes and bounds as follows: BEGINNING at a P .K. Nail found at the southeast property comer of said Wolski Tract, said P.K. Nail is in the centerline of Lois Road at the intersection of the west right-of-way line of the G.C. & S.F. Railroad; THENCE N 88052'48"W, 1926.45 feet along the centerline of Lois Road to a P.K. Nail found in the east right-of-way line of Highway 35; THENCE N 00045'47"E, 29.90 feet along the east right-of-way line of Highway 35 to a 1/2 inch iron rod found; THENCE N 30000'07"W, 49.41 feet continuing along said east right-of-way line to a 1/2 inch iron rod found at the beginning of a curve to the left; THENCE with said east right-of-way line and with said curve to the left, through a central angle of 80056'05", having a radius of 336.48 feet, the long chord of which bears N 03035'59"W, 436.77 feet, an arc distance of 475.30 feet to a 1/2 inch iron rod with plastic cap stamped "ALLIANCE" set; THENCE N 44004'00"W, 59.30 feet along the east right-of-way line of Highway 35 to a 1/2 inch iron rod with plastic cap stamped "ALLIANCE" set; THENCE S 83038'30"E, 400.00 feet departing said east right-of-way line to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set; THENCE S 06021 '30"W, 329.90 feet to a 5/8 inch iron rod with plastic cap stamped Deed in Lieu of Foreclosure (Kempe/Wolski) Page 2 of7 "Carter & Burgess" set; THENCE S 80031 '41 "E, 1095 .83 feet to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set; THENCE S 88052'48"E, 581.88 feet to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set in the west right-of-way line of the G.C. & S.F. Railroad; THENCE S 10021 '15"W, 25.33 feet along said west right-of-way line to the POINT OF BEGINNING and containing 6.2216 acres of land more or less. Exceptions to Conveyance and Warranty: Validly existing easements, rights-of-way, and prescriptive rights, whether ofrecord or not; all presently recorded and validly existing restrictions, reservations, covenants, conditions, oil and gas leases, mineral interests outstanding in persons other than Grantor, and other instruments, other than conveyances of the surface fee estate, that affect the Property; validly existing rights of adjoining owners in any walls and fences situated on a common boundary; any discrepancies, conflicts, or shortages in area or boundary lines; any encroachments or overlapping of improvements; all rights, obligations, and other matters arising from and existing by reason of any applicable governmental district, agency, authority, etc.; and taxes for 2005, which Grantee assumes and agrees to pay, and subsequent assessments for that and prior years due to change in land usage, ownership, or both, the payment of which Grantee assumes. Additionally the following two (2) tracts are excepted from conveyance and warranty: 1. Tract One: All of that real property in Sanger, Denton County, Texas more fully described in a Special Warranty Deed, dated November 04, 2003, executed by Mark Kempe, as Grantor, to Wal-Mart Stores East, Inc., as Grantee, and filed for record on November 05, 2003, in the Real Property Records of Denton, County, Texas, in Book BK-SC, Volume 1, Page 6508, under Clerk's File Number 2003-182142, and further described as being a tract of land situated in the B.F. Lynch Survey, Abstract Number 725, Denton County, Texas and being a portion of that tract of land described by deed to Mark Kempe, as recorded in Volume 4645, Page 519, Deed Records, Denton County, ,, Texas, said tract being more particularly described by metes and bounds as follows: BEGINNING at a P.K. Nail found at the southeast comer of said Kempe Tract, said P.K. Nail is in the centerline of Lois Road at the intersection of the west right-of-way line of the G.C. & S.F. Railroad; THENCE N 88°52'48"W, 288.91 feet along the centerline of Lois Road and the south line of said Kempe tract to P.K. Nail set; THENCE N 01 °07' 12"E, 25.00 feet to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set in the existing north right-of-way line of Lois Road, also being the north line of said Kempe tract and the south line of that certain tract of land described by Deed in Lieu of Foreclosure (Kempe/Wolski) Page 3 of 7 deed to Wal-Mart Stores East, Inc., as recorded in Volume 4631, Page 1576, Deed Records, Denton County, Texas; THENCE S 88°52 '48"E, 292.97 feet along the existing north right-of-way line of Lois Road, and the north line of said Kempe tract and the south line of said Wal-Mart tract to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" found in the west right-of- way line of the G.C. & S.F. Railroad, and being the northeast comer of said Kempe tract and the southeast comer of said Wal-Mart tract; THENCE S 10°21' 15"W, 25.33 feet along the west right-of-way line of said G.C. & S.F. Railroad and the east line of said Kempe tract to the POINT OF BEGINNING and containing 7,274 square feet or 0.167 acres ofland more or less. 2. Tract Two: All of that real property described in a Utility Pole License, dated February 26, 2004, executed by Mark Kempe, as Licensor, to the City of Sanger, Texas, as Licensee, and filed for record on March 31, 2004, in the Real Property Records of Denton County, Texas, under Clerk's File Number 2004-39899. Grantor, for the Consideration and subject to the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all and singular the rights and appurtenances thereto in any way belonging, to have and to hold it to Grantee and Grantee's heirs, successors, and assigns forever. Grantor binds Granter and Grantor's heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, except as to the Exceptions to Conveyance and Warranty. Conveyance in Lieu of Foreclosure. This deed and the conveyances being made are executed, delivered, and accepted in lieu of foreclosure and will be interpreted and construed the same as a foreclosure of the liens and as an absolute conveyance to Grantee of all right, title, and interest in and to the Property, including specifically but without limitation any equity or rights of redemption of Grantor in or to the Property. Continuing Nature of Lien. Notwithstanding the release of Granter from all liability for the indebtedness and obligations under the Note and Deed of Trust, the indebtedness has not been canceled or extinguished and the Property continues to be subject to the performance of the obligations under the Deed of Trust. The Deed of Trust lien is not released or relinquished in any manner, and the indebtedness, obligations, and lien will remain valid and continuous and in full force and effect, unless and until the indebtedness, obligations, and liens are expressly released by written instrument executed and delivered by the holder thereof, at the holder's sole discretion. Nonmerger. Neither Grantor nor Grantee intend that there be, and there will never be, a merger of the Deed of Trust lien with the fee simple title or any other interest of Grantee in the Property by virtue of this conveyance, and the parties expressly provide that any interest in the Deed of Trust lien and fee simple title will be and remain at all times separate and distinct. Deed in Lieu of Foreclosure (Kempe/Wolski) Page 4 of 7 Correction(s) of Prior Deed in Lieu of Foreclosure: This deed is made as a correction deed in substitution of the deed titled "Deed in Lieu of Foreclosure" ("Corrected Deed") dated December 31, 2004,.and recorded on March 16, 2005, in the real property records of Denton County, Texas, under Clerk's Document Number 2005-30484, to correct the following incorrect information: the Gran tor description incorrectly described the Grantor as "Mark Kempe, husband of Ballerie Kempe, as his non-homestead separate property'' when it should have described the Grantor as "Mark Kempe, and Ballerie Kempe, husband and wife, as their non-homestead separate property; additionally, Ballerie Kempe's signature and an acknowledgement of, and for, Ballerie Kempe's signature should have been included -that omission is also corrected herein by adding same . Other than the stated corrections and additions, this deed is intended to restate in all respects the Corrected Deed, and the effective date of this correction deed relates back to the effective date of the Corrected Deed. GRANTOR: MARKKEMPE Mark Kempe STATE OF TEXAS COUNTY OF ----- § § ACKNOWLEDGMENT This instrument was acknowledged before me on April __ , 2005, by Mark Kempe. Notary Public, State of Texas Deed in Lieu of Foreclosure (Kempe/Wolski) Page 5 of 7 GRANTOR: BALLERIE KEMPE Ballerie Kempe STATE OF TEXAS COUNTY OF ---- § § ACKNOWLEDGMENT This instrument was acknowledged before me on April _ _, 2005, by Ballerie Kempe. Notary Public, State of Texas Deed in Lieu of Foreclosure (Kempe/Wolski) Page 6 of 7 • GRANTEE: EDWARD F. WOLSKI Edward F. Wolski STATE OF TEXAS COUNTY OF ___ _ § § ACKNOWLEDGMENT This instrument was acknowledged before me on April __ , 2005, by, by Edward F. Wolski. Notary Public, State of Texas AFTER RECORDING RETURN TO: Edward F. Wolski STE 336 2436 I-35E South Denton, TX 76205 Deed in Lieu of Foreclosure (Kempe/Wolski) Page 7 of 7 Exhibit K Release of Lien ( executed by Wolski) COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-1328153_5.DOC Page 55 . Release of Lien Date: March_, 2005. Holder of Note and Lien: Edward F. Wolski. Holder's Malling Address: STE 336, 2436 I-35E South, Denton, Denton County, TX 76205-4900. Date: July 30, 2000 Original principal amount: One Million Three Hundred Fifty Thousand and no/l00's Dollars $1,350,000.00 Borrower: Mark Kempe, husband of Ballerie L. Kempe, as his non-homestead separate property Lender: Edward F. Wolksi Maturity date: On Demand. Note and Lieo{s) Are Described in the Following Documents: (1) A Note dated July 30, 2000, as described herein; (2) a Deed of Trust, dated July 30, 2000, recorded in the Deed of Trust Records of Denton County, Texas on August 03, 2000, in Volume 4645, Page 00523, under Clerk's Filing Number 0074084; and (3) a Vendor's Lien in a Special Warranty Deed dated July 30, 2000, recorded in the Real Property Records of Denton County, Texas, on August 03, 2000, in Volume 4645, Page 00519, under Clerk's Filing Number 0074083. Property (including any improvements) to be Released from Lien {"Property"): Two (2) Tracts of real property located in Sanger, Denton County, Texas. more fully described as: Tract One: Being a tract oftand situated in the B.F. Lynch Survey, Abstract Number 725, Denton County, Texas and being a part of that certain tract ofland as described by deed to Mark Kempe, as recorded in Volume 4645, Page 519, Deed Records, Denton County, Texas and being more particu]arly described by metes and bounds as foll?ws: COMMENCING from the southeast comer of that certain tract of land as described by deed to Wal-Mart Stores East, Inc. and recorded in County Clerk Document No. 2003- 182142, Deed Records, Denton County, Texas, being in the approximate centerline of Lois Road East and being in the west right-of-way line of G .C. & S.F. Railroad; Release of L/e,r (\Volskl/l<cmpc) North 88°52'48" West, with the approximate centerline of said Lois Road East, a distance of288.91 feet to a P.K. nail found for the southwest comer of said Wal- Mart Stores East, Inc. tract; North 0 1 °07' 12" East, departing the approximate centerline of said Lois Road East, a distance of25.00 feet to a 5/8" iron rod with yellow cap stamped "Carter Pnge 1 of 4 & Burgess" found for the northwest comer of said Wal-Mart Stores East, Inc. tract; North 88°52'48" West, a distance of288.86 feet to a 5/8" iron rod with yellow cap stamped "Carter & Burgess" found; North 80°31 '41 '' West, a distance of 115.27 feet to a point for the POINT of BEGINNING of herein described tract; THENCE South 89°15'34" West, a distance of 146.14 feet to a point; THENCE North 86°14'08" West, a distance of 458.36 feet to a point; THENCE North 79°56'32" West, a distance of 153.48 feet to a point; THENCE North 69°11' 16" West, a distance of282. l l feet to a point; THENCE North 79°22'56" West, a distance of 125.72 feet to a point; THENCE North 89°03'26" West, a distance of 59.41 feet to a point in the east right-of- way line of Interstate Highway 35 (a variable width right-of-way) and being in a non- tangent curve to the left having a central angle of 57°23'12", a radius of336.48 feet and chord bearing and distance ofNorth 15°22'29" West -323.10 feet; THENCE with the east right-of-way line of said Interstate Highway 35 and with said non-tangent curve to the left in a northwesterly direction, an arc length of 337.01 feet to a 1/2" iron rod with red cap stamped "ALLIANCE" found; THENCE North 44°04'00" West, continuing with said east right-of-way line, a distance of 59.30 feet to a 5/8" iron rod with yellow cap stamped "Dunaway Assoc. Inc" set; THENCE South 83°38'30" East, departing said east right-of-way line, a distance of 400.00 feet to a 5/8" iron rod with yellow cap stamped "Carter & Burgess" found; THENCE South 06°21 '30" West, a distance of329.90 feet to a 5/8" iron rod with yellow cap stamped "Dunaway Assoc. Inc" set; THENCE South 80°31 '41" East, a distance of 980.56 feet to the POINT OF BEGINNING and containing a calculated area of 139,463 square feet or 3.201 acres of ]and; and Tract Two: Being a tract of land situated in the B.F. Lynch Survey, Abstract Number 725, Denton County, Texas and being a part of that certain tract ofland as described by deed to Mark Kempe, as recorded in Volume 4645, Page 519, Deed Records, Denton County, Texa_s and being more particularly described by metes and bounds as follows: Release of Lie1t (\Volskl/Kcmpe) Pagc2 of4 COMMENCING from the southeast comer of that certain tract of land as described by deed to Wal-Mart Stores East, Inc. and recorded in County Clerk Document No. 2003- 182142, Deed Records, Denton County, Texas, being in the approximate centerline of Lois Road East and being in the west right-of-way line of G.C. & S.F. Railroad; North 88°52'48,. West, with the approximate centerline of said Lois Road East, a distance of 288.91 feet to a P.K. nail found for the southwest comer of said Wal- Mart Stores East, Inc. tract and being the POINT of BEGINNING of herein described tract; THENCE North 88°52'48" West, continuing with the approximate centerline of said Lois Road East, a distance of 1637.55 feet to a P.K. nail set in the east right-of-way line of Interstate Highway 35 (a variable width right-of-way); THENCE North 00°45'47" East, with the east right-of-way line of said Interstate Highway 35, a distance of 29.83 feet to a 1/2" iron rod with red cap stamped "ALLIANCE" found; THENCE North 30°00'07" West, continuing with said east right-of-way line, a distance of 49.41 feet to a 1/2" iron rod with red cap stamped "ALLIANCE., found for the beginning of a non-tangent curve to the left having a central angle of 23°33 '00", a radius of 336.48 feet and a chord bearing and distance of North 25°05'37" East -137.33 feet; THENCE continuing with said east right-of-way line and with said non-tangent curve to the left in a northwesterly direction, an arc length of 138.30 feet to a point; THENCE South 89°03 '26" East, departing the east right-of-way line of said Interstate Highway 35, a distance of 59.41 feet to a point; THENCE South 79°22'56" East, a distance of 125.72 feet to a point; THENCE South 69° 11, 16" East, a distance of 282.11 feet to a point; THENCE South 79°56'3211 East, a distance of 153.48 feet to a point; THENCE South 86°14'08" East, a distance of 458.36 feet to a point; THENCE North 89°15'34" East, a distance of 146.14 feet to a point; THENCE South 80°31 '41" East, a distance of 115.27 feet to a 5/8" iron rod with yellow cap stamped "Carter & Burgess" found; THENCE South 88°52'48" East, a distance of288.86 feet to a 5/8" iron rod with yellow cap stamped "Carter & Burgess" found; Release of Lie11 (Wolskl/Kc:mpc) Page 3 or 4 THENCE South 01°07'12" West, a distance of25.00 feet to the POINT OF BEGINNING and containing a calculated area of 124,146 square feet or 2.850 acres of land. Holder of Note and Lien is the owner and holder of the Note and Liens described above. For value received, Holder of Note and Liens releases the Property from the Liens and from all liens held by Holder of Note and Lien, without regard to how they were created or evidenced. Holder of Note and Liens expressly waives and releases all present and future rights to establish or enforce the Liens as security for payment of any future or other indebtedness. When the context requires, singular nouns and pronouns include the plural. HOLDER OF NOTE AND LIEN & LENDER: EDWARD F. WOLSKI Edward F. Wolski ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on March __ , 2005, by Edward F. Wolski. Notary Public, State of Texas AFTER RECORDING RETURN TO: Rod Faris Fidelity National Title Insurance Company STESO0 717 N Harwood ST Dallas, TX 75201 Release of Lieu (Wolski/Kempe} Page4 of4 Exhibit L Release of Lien (executed by Northstar Bank of Texas) COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE D-1328153_5.DOC Page 56 Partial Release of Lien Date: March_. 2005. Holder of Note and Lien: No11hstar Bank of Texas Note Holder's Mailing Address: 400 N. Carroll BL VD, Denton, Denton County, Texas 76201. Date: January, 26, 2000. Original principal amount: One Million and No/I00's Dollars ($1,000,000.00) Borrower: Edward F. Wolski, husband of Carrie C. Wolski, as his non-homestead separate property. Lender: Northstar Bank of Texas. Maturity date: January 25, 2001, and extended to October 26, 2003. Note and Lien(s) Are Described in the Following Documents: (1) A Note dated January 26, 2000, and a Deed of Trust, dated January, 26, 2000, recorded in the Real Property Records of Denton County, Texas on February 16, 2000, in Volume 4528, Page 0390, under Clerk's Filing Number 0014187; and (2) said Note and Deed of Trust, and the lien created therein, having been modified and/or extended by instrument(s) recorded in Volume 4779, Page 00248; Volume 5028, Page 03814; Volume 5282, Page 00093; Volume 5409, Page 1125; under Clerk's File Numbers 2003-194592, and 2004-25736, Deed Records, Denton County, Texas. Property (including any improvements) to Be Released from Lien ("Property"): Two (2) Tracts of real property located in Sanger, Denton County, Texas. more fully described as: Tract One: Being a tract ofland situated in the B.F. Lynch Survey, Abstract Number 725, Denton County, Texas and being a part of that certain tract of land as described by deed to Mark Kempe, as recorded in Volume 4645, Page 519, Deed Records, Denton County, Texas and being more particularly described by metes and bounds as follows: COMMENCING from the southeast comer of that certain tract ofland as described by deed to Wal-Mart Stores East, Inc. and recorded in County Clerk Document No. 2003- 182142, Deed Records, Denton County, Texas, being in the approximate centerline of Lois Road East and being in the west right-of-way line ofG.C. & S.F. Railroad; North 88°52'48 11 West, with the approximate centerline of said Lois Road East, a distance of288.91 feet to a P.K. nail found for the southwest comer of said Wal- Mart Stores East, Inc. tract; Pal'tial Release of Lie11 (NorthStur/Wolsld/Wul-M11rt) Page 1 of 4 North 01 °07'12" East, departing the approximate centerline of said Lois Road East, a distance of 25.00 feet to a 5/8" iron rod with yellow cap stamped "Carter & Burgess" found for the northwest comer of said Wal-Mart Stores East, Inc. tract; North 88°52'48" West, a distance of 288.86 feet to a 5/8" iron rod with yellow cap stamped "Carter & Burgess" found; North 80°31'41" West, a distance of 115.27 feet to a point for the POINT of BEGINNING of herein described tract; THENCE South 89°15'34" West, a distance of 146.14 feet to a point; THENCE North 86°14'08" West, a distance of 458.36 feet to a point; THENCE North 79°56'32" West, a distance of 153.48 feet to a point; THENCE North 69°11'16" West, a distance of282.l l feet to a point; THENCE North 79°22'56" West, a distance of 125.72 feet to a point; THENCE North 89°03'26" West, a distance of 59.41 feet to a point in the east right-of- way line of Interstate Highway 35 (a variable width right-of-way) and being in a non- tangent curve to the left having a central angle of 57°23'12", a radius of 336.48·feet and chord bearing and distance ofNorth 15°22'29" West -323.10 feet; THENCE with the east right-of-way line of said Interstate Highway 35 and with said non-tangent curve to the left in a northwesterly direction, an arc length of 337.01 feet to a 1/2" iron rod with red cap stamped "ALLIANCE" found; THENCE North 44°04'00" West, continuing with said east right-of-way line, a distance of 59.30 feet to a 5/8" iron rod with yellow cap stamped "Dunaway Assoc. Inc" set; THENCE South 83°38 130" East, departing said east right-of-way line, a distance of 400.00 feet to a 5/8 11 iron rod with yeJlow cap stamped "Carter & Burgess" found; THENCE South 06°21 130 11 West, a distance of 329.90 feet to a 5/8" iron rod with yellow cap stamped "Dunaway Assoc. Inc" set; THENCE South 80°31 '4 l" East, a distance of 980.56 feet to the POINT OF BEGINNING and containing a calculated area of 139,463 square feet or 3.201 acres of. land; and Tract Two: Being a tract ofland situated in the B.F. Lynch Survey, Abstract Number 725, Denton County, Texas and being a part of that certain tract ofland as described by deed to Mark Kempe, as recorded in Volume 4645, Page 519, Deed Records, Denton County, Texas and being more particularly described by metes and bounds as follows: Partial Release of Lle11 (Nor1hSt11r/Wolsld/W11l-M11rt) Pagel of 4 COMMENCING from the southeast comer of that certain tract ofland as described by deed to Wal-Mart Stores East, Inc. and recorded in County Clerk Document No. 2003- 182142, Deed Records, Denton County, Texas, being in the approximate centerline of Lois Road East and being in the west right-of-way line of G.C. & S.F. Railroad; North 88°52'48 11 West, with the approximate centerline of said Lois Road East, a distance of288.91 feet to a P.K. nail found for the southwest corner of said Wal- Mart Stores East, Inc. tract and being the POINT of BEGINNING of herein described tract; THENCE North 88°52'48" West, continuing with the approximate centerline of said Lois Road East, a distance of 1637.55 feet to a P .IC. nail set in the east right-of-way line of Interstate Highway 35 (a variable width right-of-way); THENCE North 00°45'47" East, with the east right-of-way line of said Interstate Highway 35, a distance of29.83 feet to a 1/2" iron rod with red cap stamped "ALLIANCE" found; THENCE North 30°00'07" West, continuing with said east right-of-way line, a distance of 49.41 feet to a 1/2 11 iron rod with red cap stamped "ALLIANCE 11 found for the beginning of a non-tangent curve to the left having a central angle of23°33'00", a radius of 336.48 feet and a chord bearing and distance of North 25°05'37" East -137.33 feet; THENCE continuing with said east right-of-way line and with said non-tangent curve to the left in a northwesterly direction, an arc length of 138.30 feet to a point; THENCE South 89°03'26" East, departing the east right-of-way line of said Interstate Highway 35, a distance of 59.41 feet to a point; THENCE South 79°22'56" East, a distance of 125.72 feet to a point; THENCE South 69°11'16" East, a distance of282.1 I feet to a point; THENCE South 79°56'32" East, a distance of 153.48 feet to a point; THENCE South 86°14'08" East, a distance of 458.36 feet to a point; THENCE North 89°15'34" East, a distance of 146.14 feet to a point; THENCE South 80°31 '4 l" East, a distance of 115 .27 feet to a 5/8" iron rod with yellow cap stan1ped "Carter & Burgess" found; THENCE South 88°52'48" East, a distance of 288.86 feet to a 5/8" iron rod with yellow cap stamped "Carter & Burgess" found; Partial Release of Llet1 (NorlbSIDr/W0lskl/WDl•Mart) Page3 of4 THENCE South 01 °07'12'' West, a distance of25.00 feet to the POINT OF BEGINNING and containing a calculated area of 124,146 square feet or 2.850 acres of land. For value received, Holder of Note and Lien releases only the Property from the Lien and from all liens held by Holder of Note and Lien, without regard to how they were created or evidenced. Holder of Note and Lien expressly waives and releases all present and future rights to establish or enforce the Lien as security for payment of any future or other indebtedness. When the context requires, singular nouns and pronouns include the plural. HOLDER OF NOTE & LENDER: NORTHSTAR BANK OF TEXAS By: _____________ _ Tony Clark, President and CEO, Northstar Bank of Texas STATE OF TEXAS § COUNTY OF DENTON § ACKNOWLEDGMENT This instrument was acknowledged before me on March_, 2005, by Tony Clark, President and CEO, for, and as the duly authorized representative of, Northstar Bank of Texas. Notary Public, State of Texas AFfER RECORDING RETURN TO: Rod Faris Fidelity National Title Insurance Company STE 800 717 N Hanvood ST Dallas, TX 75201 Partial Relea:se of Lieu {NorlhStar/Wolskl/W11I-M11rt) Pagc4 of 4 NO. RT-2004-343 EDWARD F. WOLSKI, § IN THE PROBATE COURT § Plaintiff, § § v. § § DENTON COUNTY, CITY OF SANGER, § SANGER INDUSTRIAL DEVELOPMENT § CORPORATION, and WAL-MART § STORES EAST, INC. § § Defendants. § OF DENTON COUNTY, TEXAS AGREED ORDER OF DISMISSAL ON THIS DATE came on for consideration the joint request of Plaintiff Edward F. Wolski, Defendants Wal-Mart Stores East, Inc., Denton County, City of Sanger, Sanger Industrial Development Corporation, and Intervenor Mark Kempe that this case be dismissed with prejudice. The Court therefore ORDERS that this cause is hereby dismissed with prejudice to its refiling. All other relief not expressly granted herein is hereby DENIED. SIGNED this ____ day of _______________ , 2005. AGREED ORDER OF DISMISSAL D-1334046.1 Presiding Judge • AGREED: Tom Dirickson, Esq. Attorney for Plaintiff Edward Wolski and Intervenor Mark Kempe William W. Krueger, III Attorney for Defendant City of Sanger and Sanger Industrial Development Corporation AGREED ORDER OF DISMISSAL D-1334046.1 David H. Harper, Esq. Attorney for Defendant Wal-Mart Stores East, Inc. Lee Veness, Esq. Attorney for Defendant Denton County