T. Mahan Survey, Abstract No. 1049 (Lot 1) - ROW OFFICIAL RECORD
CONTRACT OF SALE
STATE OF TEXAS §
COUNTY OF TARRANT §
THIS CONTRACT OF SALE is made by and between NCI GROUP, INC., a Nevada
Corporation in Tarrant County Texas, (referred to in this Contract as "Seller ") and the CITY OF
SOUTHLAKE, a home rule municipal corporation in Tarrant County, Texas, (referred to in this
Contract as "Purchaser ").
WHEREAS, Purchaser has threatened to immediately commence condemnation proceedings
against Seller for the taking of the Property (hereinafter defined) for the purposes of widening
Kimball Avenue in Southlake, Texas; and
WHEREAS, in order to avoid and in lieu of filing such condemnation proceedings, Purchaser
and Seller have agreed to enter into this Contract.
NOW, THEREFORE, in consideration of the covenants, provisions and conditions set forth
below, the Purchaser and Seller have agreed as follows:
ARTICLE I. PURCHASE AND SALE
By this Contract, Seller sells and agrees to convey, and Purchaser purchases and agrees to pay
for, the following tracts of land situated in Tarrant County, Texas, which is more particularly
described as follows:
Tract 1: A 0.127 acre parcel of land located in the THOMAS
MAHAN SURVEY, Abstract No. 1049, in the City of Southlake,
Tarrant County, Texas, and being depicted on Exhibit "A ", attached
hereto and incorporated herein for all purposes; and
Tract 2: A 0.183 acre parcel of land located in the THOMAS
MAHAN SURVEY, Abstract No. 1049, in the City of Southlake,
Tarrant County, Texas, and being depicted in Exhibit "A."
together with all and singular the rights and appurtenances pertaining thereto, including any right,
title and interest of Seller in and to adjacent streets, alleys or rights -of -way (all of such real property,
rights, and appurtenances being referred to in this Contact as the "Property "), together with any
improvements and fixtures, situated on and attached to the Property. For no additional consideration,
Seller further agrees to grant to Purchaser a Temporary Construction Easement which shall be fifteen
feet wide, adjacent and parallel to and west of the Right -of -Way Line of the Property as shown on
Exhibit "A" attached hereto, which Temporary Construction Easement shall be in the form of
Exhibit "C" which is attached hereto. This Contract is made for the consideration and upon and
subject to the terms, provisions, and conditions set forth below. At Closing Seller will reserve in the
Deed unto Purchaser, all oil, liquid hydrocarbons, gas and their respective constituent products, and any other
minerals, including sulfur and coal seam gas, industrial minerals, precious and semi - precious gems and
minerals, lead, zinc, copper, coal, lignite, peat, phosphate, iron ore, sodium, salt, uranium, thorium, and other
fissionable materials, molybdenum, vanadium, titanium, ruble ilmenite, leucoxene, zircon, monazite, gold,
silver, bauxite, geothermal energy (including entrained methane, hydrostatic pressure and thermal energy) and
all other substances and ore deposits of any kind or character, whether solid, liquid or gaseous (all such
substances are defined for purposes of this Agreement as a "Mineral" or the "Minerals ") that are owned by
Seller as of the effective date hereof in, on and under the Property and may be produced from the Property in
perpetuity. Seller, solely on its own behalf and on behalf of its successors, transferees, assigns, and/or lessees,
shall expressly release and waive all rights of ingress and egress and all other rights of every kind and character
whatsoever to enter upon or otherwise utilize all or any portion of the surface of the Property or any area below
the surface of the Property at a depth of less than 200 feet (the "Minimum Depth ") in the exploration, drilling,
production or marketing of the minerals or otherwise; provided, however, Seller and its lessees shall have the
right to produce minerals in and under the Property below the Minimum Depth but only by directional drilling
from lands other than the Property or by horizontal drilling, pooling or other techniques (whether presently
known or later developed) which do not require entry or use of the surface of the Property or any area below
the surface of the Property above the Minimum Depth.
Prior to the Closing Date, Purchaser shall cause the surveyor who prepared the survey
drawing attached as Exhibit "A" to prepare a metes and bounds legal description of Tract 1 and Tract
2, which will be attached to this Contract as Exhibit `B ", and shall be the legal descriptions used in
the Permanent Rights of Way described in Section 6.02 (1) below.
ARTICLE II. PURCHASE PRICE
The purchase price for the Property shall be Forty Seven Thousand Five Hundred Fifteen
Dollars ($47,515.00) cash.
ARTICLE III. EARNEST MONEY
$5,000 has been tendered by Purchaser to the Seller with this Contract. Purchaser shall
deliver this amount (the "Escrow Deposit ") to Rattikin Title Company, 112 State Street, Suite 200,
Southlake, Texas (the "Title Company" or "Escrow Agent "). The Escrow Deposit shall be credited
towards the cash portion of the sales price at Closing; provided, however, that in the event the
Purchaser shall have given written notice to the Title Company that one or more of the conditions to
its obligations set forth in Article VI have not been met, or, in the opinion of Purchaser, cannot be
satisfied, in the manner and as provided for in Article IV, then the Escrow Agent shall return the
Escrow Deposit to Purchaser.
ARTICLE IV. PURCHASER'S RIGHTS AND OBLIGATIONS
4.01 Preliminary Title Report. Within twenty (20) days after the date hereof, Seller, at
Purchaser's sole cost and expense, shall have the Title Company issue a preliminary title report (the
"Title Report") accompanied by copies of all recorded documents relating to easements, rights -of-
way, etc., affecting the Property. Purchaser shall give Seller written notice on or before the
expiration of ten (10) days after Purchaser receives the Title Report that the condition of title as set
Contract of Sale — Page 2
forth in the title binder is or is not satisfactory, and in the event Purchaser states that any conditions
are not satisfactory, Seller may, but shall not be obligated to undertake to eliminate or modify all
unacceptable matters to the reasonable satisfaction of Purchaser. In the event Seller chooses not to
do so or is unable to do so within twenty (20) days after receipt of written notice, this Contract shall
thereupon be null and void for all purposes. If written notice is not received by Seller within the 20
day period, all conditions shall be deemed to be acceptable and any objection thereto shall be deemed
to have been waived for all purposes.
4.02 Survey. Attached as Exhibit "A" is a copy of the survey that Purchaser caused to be
prepared for Property.
4.03 New Surveys and Tests. Purchaser hereby acknowledges receipt of a copy of
environmental site assessments and reports that Seller has caused Rhone Engineering to prepare for
the Property; provided, however, Purchaser acknowledges that such assessments and reports have
been delivered "as is" and with the understanding that Seller makes no representations or warranties
of any kind or character as to accuracy or completeness of such assessments or reports. If Purchaser
determines, in Purchaser's sole judgment, that the Property is not suitable for the intended purposes,
then and in this event, Purchaser may, on written notice to Seller within twenty (20) days after the
date of execution, terminate this Contract and it shall be null and void for all purposes. If the written
notice is not received within this twenty (20) day period, the condition shall be deemed to be
acceptable and any objection thereto shall be deemed to have been waived for all purposes.
4.04 Property Condition. Within twenty (20) days after the date of execution, Purchaser
may have the property and facilities inspected by an inspector permitted by law to make such
inspections. Seller shall permit access to the property at reasonable times for inspection, repairs, and
treatment and for reinspection after repairs and treatment have been completed. Purchaser may not
conduct any invasive testing, core drilling or subsurface penetrations
ARTICLE V. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Purchaser as follows, which representations and
warranties shall be deemed made by Seller to Purchaser also as of the Closing Date:
(1) Seller is the sole owner of the Tract 1 of the Property and has the right and ability to
convey good and indefeasible title in fee simple to the Property to Purchaser without
the approval or participation of any other person and free and clear of any and all
liens, encumbrances, conditions, assessments and restrictions except for the
reservation of minerals described in Article I and those of record on the date of
execution.
(2) That there are no real estate brokers', agents' or finders' fees or commissions due
arising in connection with the execution of this Contract or from the consummation
of the sale contemplated herein.
(3) The foregoing representations and warranties are personal to the Seller, and shall not
be deemed to have been given by, and Seller's successors and assigns will not be
liable in any way for the foregoing representations and warranties.
Contract of Sale — Page 3
PURCHASER ACKNOWLEDGES THAT THE CONVEYANCE OF THE PROPERTY
IS SPECIFICALLY MADE "AS -IS ", "WHERE -IS" AND "WITH ALL FAULTS ", WITHOUT
ANY REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED (EXCEPT FOR
THE SPECIFIC REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT AND
THE SPECIAL WARRANTY OF TITLE SET FORTH IN THE PERMANENT RIGHT -OF-
WAY TO BE DELIVERED AT CLOSING), INCLUDING WITHOUT LIMITATION, IMPLIED
WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR
MERCHANTABILITY OR ANY OTHER WARRANTIES WHATSOEVER CONTAINED IN
OR CREATED BY THE TEXAS BUSINESS AND COMMERCE CODE OR OTHERWISE.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER SHALL HAVE NO LIABILITY
TO PURCHASER, AND PURCHASER HEREBY RELEASES SELLER FROM ANY
LIABILITY (INCLUDING CONTRACTUAL AND /OR STATUTORY ACTIONS FOR
CONTRIBUTION OR INDEMNITY), FOR, CONCERNING OR REGARDING (1) THE
NATURE AND CONDITION OF THE PROPERTY, INCLUDING THE SUITABILITY
THEREOF FOR ANY ACTIVITY OR USE; (2) ANY IMPROVEMENTS OR SUBSTANCES
LOCATED THEREON; OR (3) THE COMPLIANCE OF THE PROPERTY WITH ANY
LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER
BODY. THE FOREGOING INCLUDES A RELEASE OF SELLER FROM CLAIMS BASED
ON SELLER'S NEGLIGENCE IN WHOLE OR IN PART AND CLAIMS BASED ON
STRICT LIABILITY. PURCHASER ACKNOWLEDGES THAT NEITHER SELLER NOR
ANY OF ITS AGENTS HAVE MADE, AND SPECIFICALLY NEGATE AND DISCLAIM,
ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS
OR GUARANTIES OF ANY KIND OR CHARACTER, WHATSOEVER, WHETHER
EXPRESS OR IMPLIED, ORAL OR WRITTEN, OF, AS TO, CONCERNING, OR WITH
RESPECT TO, (i) THE VALUE, NATURE, QUALITY OR CONDITION OF THE
PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, AND GEOLOGY,
(ii) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES
WHICH MAY BE CONDUCTED THEREON, (iii) THE COMPLIANCE OF OR BY THE
PROPERTY WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY
APPLICABLE GOVERNMENTAL AUTHORITY, (iv) THE HABITABILITY,
MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OF THE PROPERTY, OR (v) ANY OTHER MATTER WITH
RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT NEITHER SELLER NOR
ANY OF ITS AGENTS HAVE MADE AND SPECIFICALLY DISCLAIM, ANY
REPRESENTATIONS OR WARRANTIES REGARDING COMPLIANCE OF THE
PROPERTY WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE
LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING
WITHOUT LIMITATION, THOSE PERTAINING TO SOLID WASTE, AS DEFINED BY THE
U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R. PART
261, OR THE DISPOSAL OR EXISTENCE, IN OR ON THE PROPERTY, OF ANY
HAZARDOUS SUBSTANCES, AS DEFINED BY THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980, AS
AMENDED, AND THE REGULATIONS PROMULGATED THEREUNDER. PURCHASER
SHALL RELY SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT
ON ANY STATEMENTS, REPRESENTATIONS, WARRANTIES OR INFORMATION
Contract of Sale — Page 4
MADE OR PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS OR
CONTRACTORS. SELLER SHALL NOT BE LIABLE OR BOUND IN ANY MANNER BY
ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, WARRANTIES OR
INFORMATION PERTAINING TO THE PROPERTY OR THE OPERATION THEREOF,
FURNISHED BY ANY PARTY PURPORTING TO ACT ON BEHALF OF SELLER.
PURCHASER FURTHER ACKNOWLEDGES THAT THE PROVISIONS OF THIS
PARAGRAPH HAVE BEEN FULLY EXPLAINED TO PURCHASER AND THAT
PURCHASER FULLY UNDERSTANDS AND ACCEPTS THE SAME. THIS DISCLAIMER
SHALL BE CONTAINED IN THE PERMANENT RIGHT -OF -WAY TO BE DELIVERED AT
CLOSING.
ARTICLE VI. CLOSING
6.01 Closing Date. The closing shall be held on , 2010, at the
Title Company (which date is herein referred to as the "Closing Date ").
6.02 Conditions at Closing. The closing and Purchaser's obligations under this
Agreement to purchase the Property are expressly conditioned on:
(1) Seller's delivery to Purchaser a duly executed and acknowledged (A) Grant of Permanent
Right of Way (With Special Warranty) in the form attached hereto as Exhibit "C"
conveying to Purchaser a permanent right -of- way on the Tract 1 of the Property, and (B)
Grant of Permanent Right of Way (Without Warranty) in the form attached hereto as
Exhibit "E" conveying to Purchaser a permanent right -of- way on Tract 2 of the Property,
free and clear of any and all liens, encumbrances, conditions, assessments, and
restrictions other than as provided in this Contract.
(2) Seller's delivery to Purchaser of a duly executed and acknowledged Temporary
Construction Easement in the form attached hereto as Exhibit "D ".
(3) Delivery to Purchaser, at Purchaser' s sole expense, a Texas Owner's Title Policy, issued
by the Title Company in the full amount of the purchase price, insuring Purchaser's
permanent right -of -way on the Property, subject only to those title exceptions listed in
this Article VI, if any, such other exceptions as remain on the Title Report at Closing
other than the items on Schedule C which are Seller's responsibility and liens for
voluntary indebtedness , and the standard printed exceptions contained in the usual form
of Texas Owner's Title Policy, provided, however:
(a) The boundary and survey exceptions shall be read "shortages in area "at
Purchaser's expense;
(b) The exception as to restrictive covenants shall be deleted, or such restrictive
covenants shall be specifically referenced; and
Contract of Sale — Page 5 p �_
(c) The exception as to the lien for taxes shall be limited to the year of closing
and shall be as shown on the Title Report.
(4) Seller's execution of such documents and instruments reasonably requested by the title
company to consummate the transactions contemplated herein.
(5) Approval of this contract and the sale of the Property by Seller's lender holding a lien on
the Property, if any.
(6) Delivery to Purchaser of possession of the Property.
(7) Delivery to Purchaser of an Indemnity Agreement in the form of Exhibit "F."
6.03 Failure of Conditions. Should any of the conditions specified in Paragraph 6.02 of
this Contract fail to occur on or before the Closing Date provided in Paragraph 6.01 of this Contract,
Purchaser shall have the power, exercisable by written notice to Seller, to cancel the closing,
terminate this Contract, and recover any amounts paid by Purchaser to Seller or to the Title Company
on account of the purchase price of the Property as its sole and exclusive remedy. The Title
Company (Escrow Agent) shall be and is hereby irrevocably instructed by Seller on any such failure
of condition and receipt of such notice from Purchaser by it to immediately refund to Purchaser all
monies and instruments deposited by Purchaser pursuant to this Contract.
6.04 Prorations. Any assessments against the Property as of the Closing Date shall be
paid by Seller on or before the closing. General real estate taxes for the then current year relating to
the Property, interest on any existing indebtedness, and rents if any, shall be prorated as of the
closing date and shall be adjusted in cash at the closing. In the event any roll back or other deferred
taxes exist which are retroactive to the period of Seller's ownership of the Property or any time prior
thereto pursuant to a change in zoning, use, ownership or otherwise, such retroactive taxes shall
remain the obligation of Seller. This provision shall survive the closing.
6.05 Closing Costs. All costs and expenses of closing in consummating the sale and
purchase of the Property shall be borne and paid as follows:
Owner's Title Policy paid by Purchaser
Survey paid by Purchaser
Environmental and Engineering Survey, if any, paid by Purchaser
Inspection Reports, if any, paid by Purchaser
Filing fees paid by Purchaser
Escrow Fees, if any, charged by the Title Company shall be borne by Purchaser
Attorney's fees paid by the party incurring same
Contract of Sale — Page 6 t /1/4'
ARTICLE VII. REAL ESTATE COMMISSIONS
Seller shall pay, at Seller's sole cost and expense, any commissions or brokerage fees
associated with this Contract which are owed by Seller. Seller agrees to indemnify and hold the
City harmless from claims made by any person for any such fees, commission or like
compensation claiming to have dealt with the Seller. Purchaser represents and warrants that
Purchaser has had no dealings, negotiations, or consultations with any broker, representative,
employee, agent or other intermediary in connection with the sale of the Property. Purchaser
agrees to indemnify and hold Seller harmless from claims made by any person for any such
fees, commission or like compensation claiming to have dealt with the Purchaser.
ARTICLE VIII. BREACH BY SELLER
In the event Seller shall fail to fully and timely perform any of its obligations hereunder or
shall fail to consummate the sale of the Property for any reason, except because of Purchaser's
termination of this Contract or because of Purchaser's default, Purchaser may as Purchaser's sole and
exclusive remedy either (1) terminate the Contract or (2) enforce specific performance of the
Contract. In the event Purchaser seeks specific performance, (a) such suit for specific performance
shall be filed within sixty (60) days after the scheduled Closing Date in Section 6.01 and (b)
Purchaser shall accept such title as Seller is able to deliver, except for voluntary liens filed against
Seller.
ARTICLE IX. BREACH BY PURCHASER
If Purchaser shall fail to consummate this Contract for any reason, except Seller's default or
the termination of this Contract pursuant to a right to terminate given herein, Purchaser shall be in
default and Seller may at its sole and exclusive remedy have the Escrow Deposit paid to Seller as
liquidated damages for the breach of Contract thereby releasing Purchaser from this Contract.
ARTICLE X. MISCELLANEOUS
10.01 Effective Date. The effective date of this Contract will be the date the last party
executes the contract.
10.02 Survival of Covenants. Any of the representations, warranties, covenants, and
contracts of the parties, as well as any rights and benefits of the parties, pertaining to a period of time
following the closing date of the transactions contemplated hereby shall survive the closing for a
period of ninety (90) days.
10.03 Notices. Any notice required or permitted to be delivered hereunder shall be deemed
received when sent by certified United States mail, postage prepaid, return receipt requested,
addressed to Seller or Purchaser, as the case may be, at the address set forth below the signature of
the party hereunder or by facsimile transmission, which shall be deemed received upon confirmation
by the sending facsimile machine..
Contract of Sale — Page 7 A k
10.04 Texas Law to Apply. This Contract shall be construed under and in accordance
with the laws of the State of Texas, and all obligations of the parties created hereunder are
performable in Tarrant County, Texas.
10.05 Parties Bound. This Contract shall be binding upon and inure to the benefit of the
parties and their respective heirs, executors, administrators, legal representatives, successors and
assigns where permitted by this Contract.
10.06 Legal Construction. In case any one or more of the provisions contained in this
Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, this
invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Contract
shall be construed as if the invalid, illegal, or unenforceable provision had never been contained
herein.
10.07 Gender. Words of any gender used in this Contract shall be held and construed to
include any other gender, and words in the singular number shall be held to include the plural, and
vice versa, unless the context requires otherwise.
10.08 Time. In this Contract, time is of the essence and compliance with the times for
performance is required.
10.09 Attorneys Fees. The prevailing party in the adjudication of any proceeding relating
to this Agreement shall be authorized to recover its reasonable and necessary attorney's fees.
EXECUTED this 2 /Sr day of June, 2010.
SELLER: PURCHASER:
NCI GROUP, C. a Nevada Corporation CITY OF SOUTHLAKE, TEXAS
d r,
By: • f% 1 By .,
Name: Todd R. Moore -Of.). John Terrell, Mayor ■
Title: EVP & General Counsel
10943 North Sam Houston Parkway West 1400 Main Street, Suite 320
Houston, Texas 77064 Southlake, Texas 76092
Attention: Legal Department Attention: Mr. Gordon J. Mayer, Jr.,
City Engineer
Contract of Sale — Page 8
EXHIBIT "A"
SURVEY
A -1
:Ltii' .q,= 13LDCIC 1;;fa0 ADU7i10N'.; 1 -
C B A', SUDE P :R.T:C1. ' _ x.
5 ' POINT OF BEGINNING
p .: ;
I vie 1'UIL Fburib
- ..r..*: "PK' NAIL. FO-UN! . ' I
tii
C ; C s;. •
it; w r i 1
NCI' ROUP.:' Ntt -;: ` :1 . : : :':
rapt 77,, :oeff yysshh •
l.
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. - •-... c.,-- :A): ,• =:
- ...... ' .. r.- i - -,..t-
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4zr .s;. 1 � IRD / N` ROD S =:: i I • 9 4= =D2�43 4 ” t .. O. •
l ' _
6`.4x`::= ?:` °;.': : ,1 1 . di:,
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4 = Dr1 "-4 ' ' ' .a
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1= 4 . 5 .. _, . -" .. . .: '1
Lc = .N ::01 : :1 r,.. ': • • . .
•� 25.00'
. ': '45 '30 i / f -c1 ^ . j; ; i -"PK" NAIL FOUND 2" IFLOD(�RDD • I `. • a
a 1 1 ;; f _
s-
:8Ya1O•'•56'"W
:� 1 • AREA TABLE
JTE INVESTMENTS. LTD. I " 0.310 ACRE TOTAL ,
VOL. 15405,-:PG. 215. D.RT.C.T. 13,504 - 'SO.FT.
SURVEYEDON THE GROUND
0.183 ACRE IN `'
• NOVEMBER 12. 2008 = _ PRESCRIPTIVE V;
: r RIGHT —OF —WAY
r
y :l� * 0.127 ACRE NET
l .. .uwES L.• anlrrulr: 5,520 5 Q•FT.
i . %.` ' ' PROPERTY CORNER NOTE ` F • i �3i4+� r'SIk14lli'OR..: � :: ' • . ::- • _' - -_ . ALL PROPERTY: C6R►�ERS SET ARE aft" IRON RODS
STATE oF:TEX1iS'i1D1874 WITH T " T ITIAIN d CRAWFORO" ?:
i IT`Y .--OF . :SO1 TH LAKE
1400 I AiN SY ' , .SOUTH; TEXAS. 76092 5
NORTH :KIMBALL AVENUE PHASE 1, S:1-I. 114 TO PATTERSON WAY
...
BRIT TEN & RA:FORD
+.vw ineracc t .0.310 ;ACRE OF LAND
7OPOGMWIC YAPPING LOCATED THE •
ya17) 624~111 ••• aw 017) 4111-1.12
.°:
MI II. M
+7) 2.o47 T..NA1�AN SURVEY
Pt MA SAM • 21.11101:111 miaow r
.ca ramt,vois aat to ABSTRACT :N 0. .1049
SOUTHIAKE, •TARRANT COUNTY,
\wtsa►u�eow -s\
TEXAS SCALE 1"-= 50' ...
•
• %r
. r. T/`
EXHIBIT "B"
LEGAL DESCRIPTIONS OF TRACTS 1 AND 2
[To be attached when prepared]
B -1 J
EXHIBIT "B"
LEGAL DESCRIPTION
PERMANENT RIGHT -OF -WAY
NORTH KIMBALL AVENUE, PHASE I
TRACT 1
BEING 0 127 acre of and located in the T Mahan Survey, Abstract No 1049,
Southiake, Tarrant County, Texas, and being a portion of a tract of and
conveyed to NCI GROUP, INC.. by the deed recorded in County Clerks File No.
D208018532 of the Deed Records of Tarrant County, Texas, Said 0.127 acre of
and being more particularly described by metes and bounds as follows'
BEGINNING at a point in the North boundary line of said NCI Group Tract, lying
S 82' 46' 28" W 25.16 feet, from a "PK" nail found marking the Northeast corner
of said NCI Group tract, and lying in the West prescriptive right -of -way line of
North Kimball Avenue;
THENCE S 00' 49' 04" E 317.96 feet along the West prescriptive right -
of -way line of said North Kimball Avenue to a point in the South boundary
line of said NCI Group Tract;
THENCE S 89" 10' 56" VV 19.93 feet, along the South boundary line of
said NCI Group tract, to a 1 /2" iron rod marked "Brittain & Crawford" set in
the new West right -of -way line of said North Kimball Avenue;
THENCE along the new West right -of -way line of said North Kimball Avenue
as follows;
1. NORTHEASTERLY 45.31 feet, along a curve to the right,
having a radius of 1,442.00 feet, a central angle of 01' 48' 00" E,
and a chord bearing N 01' 00' 17" E 45.30 feet to a W iron rod
marked "Brittain & Crawford" set at the beginning of a curve to the
left;
2. NORTHWESTERLY 64.70 feet, along said curve to the left,
having a radius of 1,358.00 feet, a central angle of 02' 43: 48 ", and
chord bearing of N 00' 32' 23" E 64.70 feet to a Y" iron rod marked
"Brittain & Crawford" set
3 N 00' 49' 31" W 206.10 feet, to a '4" iron rod marked "Brittain
& Crawford" set in the North boundary line of said NCI Group tract:
THENCE N 82' 46' 28' E 17.09 feet, along the North boundary line of
said NCI Group tract, to the POINT OF BEGINNING. containing 0 127
acre (5 520 square feet) of land
'c'k=- ,m,'o311- :e:1a'3'crow.3
EXHIBIT "B"
LEGAL DESCRIPTION
PERMANENT RIGHT -OF -WAY
NORTH KIMBALL AVENUE, PHASE I
TRACT 2
BEING 0.183 acre of and located in the T. Mahan Survey, Abstract No 1049,
Southlake, Tarrant County, Texas, and being a portion of a tract of and
conveyed to NCI GROUP, INC.. by the deed recorded in County Clerks File No
D208018532 of the Deed Records of Tarrant County, Texas, Said 0 183 acre of
land being more particularly described by metes and bounds as follows:
BEGINNING at a "PK" nail found at the Northeast corner of said NCI Group tract,
and lying in the centerline of North Kimball Avenue.
THENCE S 00' 49' 04" E 320.77 feet, along the East boundary line of
said NCi Group tract and along the centerline of said North Kimball
Avenue to a "PK" nail found at the Southeast corner of said NCI Group
tract;
THENCE S 89' - 10' 56" w\! 25.00 feet, along the South boundary line of
said NCI Group tract, to a point in the prescriptive West right -of -way line of
said North Kimball Avenue,
THENCE N 00" 49' 04' W 317.96 feet, along the prescriptive West
right -of -way line of said North Kimball Avenue to a point in the North
boundary line of said NCI Group tract:
THENCE N 82' 46' 28" E 25.16 feet, along the North boundary line of
said NCI Group tract, to the POINT OF BEGINNING, containing 0.183
acre (7.984 square feet) of land.
EXHIBIT "C"
FORM OF GRANT OF PERMANENT RIGHT OF WAY
(With Special Warranty)
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.
CITY OF SOUTHLAKE
GRANT OF PERMANENT RIGHT -OF -WAY
(With Special Warranty)
THE STATE OF TEXAS )
KNOW ALL BY THESE PRESENTS:
COUNTY OF TARRANT )
That NCI GROUP, INC., a Nevada Corporation, acting by and through the undersigned, its
duly authorized representative, of the County of Tarrant, State of Texas (Grantor) for and in
consideration of TEN DOLLARS and other good and valuable consideration, paid by the CITY OF
SOUTHLAKE, a municipal corporation of Tarrant County, Texas (Grantee), receipt of which is
hereby acknowledged, does hereby grant, bargain, sell and convey to said Grantee, its successors and
assigns, a permanent right -of -way and the right to construct, reconstruct and perpetually maintain a
public street and /or drainage facilities and utilities, together with all necessary appurtenances thereto,
and with the right and privilege at any and all times, to enter said premises, or any part thereof, as is
necessary for the proper use of any other right granted herein and for the purpose of constructing,
reconstructing, replacing and maintaining said public street and/or drainage facilities and utilities,
and for making connections therewith, in, upon, under and across the following described parcel of
land in Tarrant County, Texas:
A 0.127 acre parcel of land located in the THOMAS MAHAN SURVEY, Abstract No. 1049, in the
City of Southlake, Tarrant County, Texas, and being more particularly described by metes and
bounds in Exhibit "A ", attached hereto and incorporated herein for all purposes, and being more
particularly shown on the drawing marked Exhibit "B ", attached hereto and incorporated herein for
all purposes of this dedication
TO HAVE AND TO HOLD that said conveyed property unto the Grantee, for the purposes herein set
forth, and Grantor hereby binds itself, its successors and assigns, to warrant and forever defend the
said conveyed property and rights granted herein unto Grantee, its successors and assigns against
every person whosoever lawfully claiming or to claim the same or any part thereof, by, through and
under Grantor, but not otherwise..
Notwithstanding anything to the contrary or apparently to the contrary in this Permanent Right -Of-
Way, Grantor hereby reserves all oil, liquid hydrocarbons, gas and their respective constituent
products, and any other minerals, including sulfur and coal seam gas, industrial minerals, precious
and semi - precious gems and minerals, lead, zinc, copper, coal, lignite, peat, phosphate, iron ore, Ickf
C -1
sodium, salt, uranium, thorium, and other fissionable materials, molybdenum, vanadium, titanium,
ruble ilmenite, leucoxene, zircon, monazite, gold, silver, bauxite, geothermal energy (including
entrained methane, hydrostatic pressure and thermal energy) and all other substances and ore
deposits of any kind or character, whether solid, liquid or gaseous (all such substances are defined
for purposes hereof as a "Mineral" or the "Minerals ") that are owned by Grantor as of the effective
date hereof in, on and under the Property and may be produced from the Property in perpetuity.
Grantor, solely on its own behalf and on behalf of its successors, transferees, assigns, and/or lessees,
shall expressly release and waive all rights of ingress and egress and all other rights of every kind
and character whatsoever to enter upon or otherwise utilize all or any portion of the surface of the
Property or any area below the surface of the Property at a depth of less than 200 feet (the "Minimum
Depth ") in the exploration, drilling, production or marketing of the minerals or otherwise; provided,
however, Grantor and its lessees shall have the right to produce minerals in and under the Property
below the Minimum Depth but only by directional drilling from lands other than the Property or by
horizontal drilling, pooling or other techniques (whether presently known or later developed) which
do not require entry or use of the surface of the Property or any area below the surface of the
Property above the Minimum Depth.
WITNESS MY HAND, this the day of , 2010.
NCI GROUP, INC.
By:
Name:
Title:
THE STATE OF TEXAS §
COUNTY OF §
BEFORE ME, the undersigned authority, in and for the State of Texas, on this day personally
appeared , known to me, or proved to me through
(describe the identity card or other document), to be the same person whose name is subscribed to
the foregoing document and acknowledged to me that he executed the same for the purposes and
consideration therein expressed and on behalf of NCI Group, Inc. in the capacity stated therein.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of , 2010.
Notary Public, State of Texas
SEAL Name of Notary Printed
Notary's Commission Expires
C -2
EXHIBIT "D"
FORM OF TEMPORARY CONSTRUCTION EASEMENT
TEMPORARY CONSTRUCTION EASEMENT
NCI GROUP, INC.
TO THE CITY OF SOUTHLAKE
STATE OF TEXAS §
COUNTY OF TARRANT §
Being the owner of the herein - described property, NCI GROUP, a Nevada corporation
( "Owner ") hereby grants to the City of Southlake, Texas (the "City "), and to the City's Contractors, a
temporary construction easement through and across the following property:
A tract of land in the THOMAS MAHAN SURVEY, Abstract No. 1049 in the City of Southlake,
Tarrant County, Texas, more particularly described by metes and bounds in Exhibit "A" attached
hereto for all purposes
for the purpose of constructing necessary roadway facilities.
The temporary construction easement shall be 15 feet wide and shall be west of adjacent to
and parallel to the Permanent Right -of -Way Line shown on Exhibit "B" attached hereto.
It is understood that during construction the Contractor will of necessity require the
temporary construction easement to accommodate movement of equipment for handling and
placement of piping and supplies, but only as may be necessary, and in no case shall the Contractor
permit equipment to come in contact with, or damage existing buildings or other permanent lot
improvements. It is further understood that the Contractor shall be required by the City to restore all
areas of the lot, relative to fencing, structures, and other improvements to pre- existing conditions, or
better. During such restoration, the Contractor shall slope the surface of the temporary construction
easement to provide a gradual transition between the roadway and the remainder of the Owners'
property.
This Temporary Construction Easement shall terminate on the earlier to occur of (1) acceptance by
the City of the Contractor's work or (2) one (1) year from the date hereof. Upon or after the earlier
to occur of (1) or (2) above, the City will release this Temporary Construction Easement of record at
the request of Grantee.
D -1
This Temporary Construction Easement, Permission and Access granted this day of
, 2010.
OWNER:
NCI GROUP, INC.
a Nevada Corporation
By: _
Name:
Title:
ACKNOWLEDGEMENT
THE STATE OF TEXAS §
§
COUNTY OF §
BEFORE ME, the undersigned authority, in and for the State of Texas, on this day personally
appeared , known to me, or proved to me through
(describe the identity card or other document), to be the same person whose name is subscribed to
the foregoing document and acknowledged to me that he executed the same for the purposes and
consideration therein expressed and on behalf of NCI Group, Inc. in the capacity stated therein.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of , 2010.
Notary Public, State of Texas
SEAL Name of Notary Printed
D -2
EXHIBIT "E"
FORM OF PERMANENT RIGHT OF WAY
(Without Warranty)
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.
CITY OF SOUTHLAKE
GRANT OF PERMANENT RIGHT -OF -WAY
(WITHOUT WARRANTY)
THE STATE OF TEXAS )
KNOW ALL BY THESE PRESENTS:
COUNTY OF TARRANT )
That NCI GROUP, INC., a Nevada Corporation, acting by and through the undersigned, its
duly authorized representative, of the County of Tarrant, State of Texas (Grantor) for and in
consideration of TEN DOLLARS and other good and valuable consideration, paid by the CITY OF
SOUTHLAKE, a municipal corporation of Tarrant County, Texas (Grantee), receipt of which is
hereby acknowledged, does hereby grant, bargain, sell and convey to said Grantee, its successors and
assigns, without warranty of title either express or implied, a permanent right -of -way and the right to
construct, reconstruct and perpetually maintain a public street and /or drainage facilities and utilities,
together with all necessary appurtenances thereto, and with the right and privilege at any and all
times, to enter said premises, or any part thereof, as is necessary for the proper use of any other right
granted herein and for the purpose of constructing, reconstructing, replacing and maintaining said
public street and /or drainage facilities and utilities, and for making connections therewith, in, upon,
under and across the following described parcel of land in Tarrant County, Texas:
A 0.183 acre parcel of land located in the THOMAS MAHAN SURVEY, Abstract No. 1049, in the
City of Southlake, Tarrant County, Texas, and being more particularly described by metes and
bounds in Exhibit "A ", attached hereto and incorporated herein for all purposes, and being more
particularly shown on the drawing marked Exhibit "B ", attached hereto and incorporated herein for
all purposes of this dedication.
TO HAVE AND TO HOLD said Right -of -Way unto Grantee, and Grantee's heirs, successors and
assigns forever, without express or implied warranty. All warranties that might arise by common law
as well as Section 5.023 of the Texas Property Code (or its successor statutes) are excluded.
Notwithstanding anything to the contrary or apparently to the contrary in this Permanent Right -Of-
Way, Grantor hereby reserves all oil, liquid hydrocarbons, gas and their respective constituent
products, and any other minerals, including sulfur and coal seam gas, industrial minerals, precious
and semi- precious gems and minerals, lead, zinc, copper, coal, lignite, peat, phosphate, iron ore,
sodium, salt, uranium, thorium, and other fissionable materials, molybdenum, vanadium, titanium,
ruble ilmenite, leucoxene, zircon, monazite, gold, silver, bauxite, geothermal energy (including
entrained methane, hydrostatic pressure and thermal energy) and all other substances and ore
deposits of any kind or character, whether solid, liquid or gaseous (all such substances are defined U"
E -1
for purposes hereof as a "Mineral" or the "Minerals ") that are owned by Grantor as of the effective
date hereof in, on and under the Property and may be produced from the Property in perpetuity.
Grantor, solely on its own behalf and on behalf of its successors, transferees, assigns, and/or lessees,
shall expressly release and waive all rights of ingress and egress and all other rights of every kind
and character whatsoever to enter upon or otherwise utilize all or any portion of the surface of the
Property or any area below the surface of the Property at a depth of less than 200 feet (the "Minimum
Depth ") in the exploration, drilling, production or marketing of the minerals or otherwise; provided,
however, Grantor and its lessees shall have the right to produce minerals in and under the Property
below the Minimum Depth but only by directional drilling from lands other than the Property or by
horizontal drilling, pooling or other techniques (whether presently known or later developed) which
do not require entry or use of the surface of the Property or any area below the surface of the
Property above the Minimum Depth.
WITNESS MY HAND, this the day of , 2010
NCI GROUP, INC.
By:
Name:
Title:
THE STATE OF TEXAS §
COUNTY OF §
BEFORE ME, the undersigned authority, in and for the State of Texas, on this day personally
appeared , known to me, or proved to me through
(describe the identity card or other document), to be the same person whose name is subscribed to
the foregoing document and acknowledged to me that he executed the same for the purposes and
consideration therein expressed and on behalf of NCI Group, Inc. in the capacity stated therein.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of , 2010.
Notary Public, State of Texas
SEAL Name of Notary Printed
Notary's Commission Expires
E -2
EXHIBIT "F"
FORM OF INDEMNITY AGREEMENT
INDEMNITY AGREEMENT
This Indemnity Agreement (this "Agreement ") is made this day of , 2010, by
and between NCI GROUP, INC., a Nevada corporation ( "Seller "), and THE CITY OF
SOUTHLAKE, a home rule municipal corporation ( "Buyer ").
WITNES SETH:
WHEREAS, by warranty deed of even date herewith, Buyer has acquired from Seller
pursuant to those certain permanent rights of way and temporary easement rights described on
Exhibit "A" attached hereto and made a part hereof (collectively, the "Property ");
WHEREAS, pursuant to that certain Contract of Sale (the "Contract ") dated June , 2010,
by and between Seller, as seller, and Buyer, as buyer, Seller agreed to indemnify and hold Buyer
harmless from certain matters more particularly described below;
WHEREAS, prior to the execution of the Contract, Seller, as seller, entered into a certain
Purchase and Sale Agreement with Leigh Holdings, LLC, as buyer, dated effective as of April 20,
2006; as amended by First Amendment to Purchase and Sale Agreement dated as of August 29,
2006, Second Amendment to Purchase and Sale Agreement dated as of November 8, 2007, Third
Amendment to Purchase and Sale Agreement dated as of March 20, 2008, and Fourth Amendment to
Purchase and Sale Agreement dated as of July 2, 2008; as assigned from Leigh Holdings, LLC to
Kimball Southlake, L.P., a Texas limited partnership ( "Kimball Southlake ") pursuant to a certain
Agreement Regarding Assignment dated effective July 3, 2008 (the "Existing Purchase Agreement ");
WHEREAS, Seller agreed to indemnify Buyer against any claims made by Kimball
Southlake affecting the Property and arising out of the Existing Purchase Agreement; and
WHEREAS, Seller and Buyer desire to set forth in this Agreement the specific terms and
conditions of the Seller's indemnity obligation.
NOW, THEREFORE, for and in consideration of the obligations in the Contract, the parties
hereto agree as follows:
1. Unless the context clearly indicates to the contrary, capitalized teems used herein shall have
the same meaning as set forth in the Contract.
2. Seller hereby agrees to indemnify Buyer and hold it harmless from any and all claims,
liabilities, losses, and damages resulting from claims or actions of Kimball Southlake with
respect to the Property in connection with or arising out of the Existing Purchase Agreement.
3. The rights and obligations of the parties under this Agreement shall be governed as follows:
tfr
F- 1
a. Seller must receive from Buyer timely notice of the claim or action for which
indemnification is sought within thirty (30) days after the obligation becomes known
to Buyer.
b. The Seller shall not be liable for any obligation assumed or incurred voluntarily by
Buyer in settling or resolving any claim otherwise indemnified against without the
prior written consent of the Seller.
c. Seller will have the option to pay, settle or compromise, at its expense, any claim
indemnified hereby if Buyer is fully released from liability therefor, without the
consent of Buyer.
d. In connection with any indemnified claim resulting in a legal action or proceeding:
(1) Seller, at Seller's sole expense, will be entitled to defend in any such action
with counsel of its own choosing; provided, however, Buyer may, at its
option, participate in any such proceedings at its own expense.
(2) Seller will not be liable for such claim (other than its own costs and
expenses incurred in the defense thereof) until such claim is reduced to
final judgment with execution not stayed by appeal.
(3) Buyer will cooperate with Seller in the defense of any such action or
proceeding, at the sole cost of the Seller.
4. In the event of any inconsistency between the terms and conditions of the Contract or any
document delivered pursuant thereto regarding the indemnity obligations of the Seller for
indemnity, and the terms and conditions of this Agreement, the terms and conditions of this
Agreement shall control.
5. The obligations of the parties hereunder shall be governed by, and construed in accordance
with, the laws of the State of Texas.
F -2
EXECUTED the day of , 2010.
SELLER:
NCI GROUP, INC.
a Nevada corporation
By:
Name:
Title:
Address:
10943 Sam Houston Parkway West
Houston, Texas 77064
Attention: Mathew D. Thiem, Division Counsel
BUYER:
THE CITY OF SOUTHLAKE,
a home rule municipal corporation
By:
Name:
Title:
Address:
1400 Main Street
Southlake, Texas 76092
Attention: City Engineer
F -3
EXHIBIT A
LEGAL DESCRIPTION
F -4
Tc, CsF" -4 09 -x 4445 /tg 13�
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.
CITY OF SOUTHLAKE
GRANT OF PERMANENT RIGHT -OF -WAY
(WITHOUT WARRANTY)
THE STATE OF TEXAS )
KNOW ALL BY THESE PRESENTS:
COUNTY OF TARRANT )
That NCI GROUP, INC., a Nevada Corporation, acting by and through the
undersigned, its duly authorized representative, of the County of Tarrant, State of Texas
( "Grantor ") for and in consideration of TEN DOLLARS and other good and valuable
consideration, paid by the CITY OF SOUTHLAKE, a municipal corporation of Tarrant
County, Texas ( "Grantee "), receipt of which is hereby acknowledged, does hereby grant,
bargain, sell and convey to said Grantee, its successors and assigns, without warranty of
title either express or implied, a permanent right -of -way and the right to construct,
reconstruct and perpetually maintain a public street and /or drainage facilities and utilities,
together with all necessary appurtenances thereto, and with the right and privilege at any
and all times, to enter said premises, or any part thereof, as is necessary for the proper
use of any other right granted herein and for the purpose of constructing, reconstructing,
replacing and maintaining said public street and/or drainage facilities and utilities, and for
making connections therewith, in, upon, under and across the following described parcel
of land in Tarrant County, Texas:
A 0.183 acre parcel of land located in the THOMAS MAHAN SURVEY, Abstract No.
1049, in the City of Southlake, Tarrant County, Texas, and being more particularly
described by metes and bounds in Exhibit "A ", attached hereto and incorporated herein
for all purposes, and being more particularly shown on the drawing marked Exhibit "B ",
attached hereto and incorporated herein for all purposes of this dedication.
TO HAVE AND TO HOLD said Right -of -Way unto Grantee, and Grantee's heirs,
successors and assigns forever, without express or implied warranty. All warranties that
might arise by common law as well as Section 5.023 of the Texas Property Code (or its
successor statutes) are excluded. Notwithstanding anything to the contrary or apparently
to the contrary in this Permanent Right -Of -Way, Grantor hereby reserves all oil, liquid
hydrocarbons, gas and their respective constituent products, and any other minerals,
including sulfur and coal seam gas, industrial minerals, precious and semi - precious gems
and minerals, lead, zinc, copper, coal, lignite, peat, phosphate, iron ore, sodium, salt,
uranium, thorium, and other fissionable materials, molybdenum, vanadium, titanium,
ruble ilmenite, leucoxene, zircon, monazite, gold, silver, bauxite, geothermal energy
(including entrained methane, hydrostatic pressure and thermal energy) and all other
1D210123342 p. /c 6
substances and ore deposits of any kind or character, whether solid, liquid or gaseous (all
such substances are defined for purposes hereof as a "Mineral" or the "Minerals ") that are
owned by Grantor as of the effective date hereof in, on and under the Property and may
be produced from the Property in perpetuity. Grantor, solely on its own behalf and on
behalf of its successors, transferees, assigns, and/or lessees, shall expressly release and
waive all rights of ingress and egress and all other rights of every kind and character
whatsoever to enter upon or otherwise utilize all or any portion of the surface of the
Property or any area below the surface of the Property at a depth of less than 200 feet (the
"Minimum Depth ") in the exploration, drilling, production or marketing of the minerals
or otherwise; provided, however, Grantor and its lessees shall have the right to produce
minerals in and under the Property below the Minimum Depth but only by directional
drilling from lands other than the Property or by horizontal drilling, pooling or other
techniques (whether presently known or later developed) which do not require entry or
use of the surface of the Property or any area below the surface of the Property above the
Minimum Depth.
WITNESS MY HAND, this the,.; Nk aay of .31 , 2010
NCI GROUP INC. O. �
By:
Name: Tad R. Moore
Title: EV r 4 6e.t to J G.+tcl
THE STATE OF TEXAS §
COUNTY OF `+G..:+(( 1 S §
BEFORE ME, the undersigned authority, in and for the State of Texas, on this
day personally appeared n irk - IMcrxxP , known to me, or proved to me through
(describe the identity card or other document), to be the same
person whose name is subscribed to the foregoing document and acknowledged to me
that he executed the same for the purposes and consideration therein expressed and on
behalf of NCI Group, Inc. in the capacity stated therein.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this c LL : )l day of
TD 1. ■_/\ , 2010.
ski&
Notary Publ Wate of Texas
�sa�
SEAL Name of Notary Printed
0e , ROBIN JOHNSON 1 ) fli
* Notary Public, State of Texas Notary's Commission Expires
�oF My Commission Expires 09 -17 -2012
2 b210183311g p. 245
EXHIBIT "A"
LEGAL DESCRIPTION
PERMANENT RIGHT -OF -WAY
NORTH KIMBALL AVENUE, PHASE I
PARCEL 4
BEING 0.183 acre of land located in the T. Mahan Survey, Abstract No. 1049,
Southlake, Tarrant County, Texas, and being a portion of a tract of land
conveyed to NCI GROUP, INC.. by the deed recorded in County Clerks File No.
D208018532 of the Deed Records of Tarrant County, Texas, Said 0.183 acre of
land being more particularly described by metes and bounds as follows:
BEGINNING at a "PK" nail found at the Northeast comer of said NCI Group tract,
and lying in the centerline of North Kimball Avenue.
THENCE S 00° 49' 04" E 320.77 feet, along the East boundary line of
said NCI Group tract and along the centerline of said North Kimball
Avenue to a "PK" nail found at the Southeast corner of said NCI Group
tract;
THENCE S 89° 10' 56" W 25.00 feet, along the South boundary line of
said NCI Group tract, to a point in the prescriptive West right -of -way line of
said North Kimball Avenue;
THENCE N 00° 49' 04" W 317.96 feet, along the prescriptive West
right -of -way line of said North KimbaN Avenue to a point in the North
boundary line of said NCI Group tract;
THENCE N 82° 46' 28" E 25.16 feet, along the North boundary line of
said NCI Group tract, to the POINT OF BEGINNING, containing 0.183
acre (7,984 square feet) of land.
g:docVcimball -lega Is\prow4A
b21033 p.39j5
LOT 1, BLOCK 1, MESCO ADDITION I ( I
CAB.'A', SLIDE 3232, P.R.T.C.T. i
1 J
N 82 °46'28' POINT OF BEGINNING
�J � I 25.1 6' N "PK" NAIL FOUND
__ • W I
�. _..
_ -1 W
PERMANENT RIGHT -OF -WAY
a
0.183 ACRE / 7,954 SQ.FT -` — t
ca
1
Y zr
Y
a) z z Z 5x
r' 3 z
NCI GROUP, INC. M `` o •
CC No. D208018532 0
N
D.R.T.C.T. � , M In As
O 1 w W
4
O , �y0
o �� Z
CS a ° 1 ��i‘'
0
+o . o
a V2
i
- - "PK" NAIL FOUND
—
/
- S 89 °10'56 "W
25.00'
/ L1
/
1
7I
JTE INVESTMENTS, LTD. c '
VOL 15405, PG. 216, D.R.T.C.T.
SURVEYED ON THE GROUND
NOVEMBER 12, 2008
' Of Tt A
�, �61gTE11 ,
AREA NOTE:
JAMES 4 BRITUIN :
Gr G - ' THE ENTIRE 0.183 ACRE SHOWN HEREON
r.: 1674 � o � LES WITHIN THE PRESCRIPTNE
.
d Al1ES L BRITAIN BRITAIN >,� �dt {
(REGISTERED PROFESSIONAL . O RIGHT-OF-WAY OF NORTH KIMBALL AVE
SUR`�
IN
STATE OF MIAS NO. 1674 • '
' CITY OF SOUTHLAKE
I
1400 MAIN STREET, SOUTHLAKE, TEXAS, 76092
NORTH KIMBALL AVENUE, PHASE 1, S.H. 114 TO PATTERSON WAY
EXHIBIT "B"
BRrrrwzx agCiuwroxn PERMANENT RIGHT — OF —WAY
'` 0 ACRE OF LA ND
T 0 � ° �`" 0 ""� LOCATED TH
"' Ma M. 0 1 SIS "' "' t T. MAHAN SURVEY
K°` `°" MTh . ABSTRACT No. 1049
SOUTHLAKE, TARRANT COUNTY,
\�uVnaw -4A\ TEXAS SCALE 1 "= 60' b2/03,34?
,x19/5
4 '
SUZANNE HENDERSON ..•• «•..
COUNTY CLERK ,
•� 'i 100 West Weatherford Fort Worth, TX 76196 -0401
•'``••••`'' PHONE (817) 884 -1195
RATTIKIN TITLE
201 MAIN ST STE 800
FT WORTH, TX 76102
Submitter: RATTIKIN TITLE (OPR)
DO NOT DESTROY
WARNING - THIS IS PART OF THE OFFICIAL RECORD.
Filed For Registration: 7/29/2010 11:39 AM
Instrument #: D210183348
OPR 5 PGS $28.00
By:
D210183348
ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY
BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.
Prepared by: VMMASSINGILL
1-c 6 r 0 4ggSleg
r ,
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.
CITY OF SOUTHLAKE
GRANT OF PERMANENT RIGHT -OF -WAY
(With Special Warranty)
THE STATE OF TEXAS )
KNOW ALL BY THESE PRESENTS:
COUNTY OF TARRANT )
That NCI GROUP, INC., a Nevada Corporation, acting by and through the
undersigned, its duly authorized representative, of the County of Tarrant, State of Texas
( "Grantor ") for and in consideration of TEN DOLLARS and other good and valuable
consideration, paid by the CITY OF SOUTHLAKE, a municipal corporation of Tarrant
County, Texas ( "Grantee "), receipt of which is hereby acknowledged, does hereby grant,
bargain, sell and convey to said Grantee, its successors and assigns, a permanent right -of-
way and the right to construct, reconstruct and perpetually maintain a public street and /or
drainage facilities and utilities, together with all necessary appurtenances thereto, and
with the right and privilege at any and all times, to enter said premises, or any part
thereof, as is necessary for the proper use of any other right granted herein and for the
purpose of constructing, reconstructing, replacing and maintaining said public street
and/or drainage facilities and utilities, and for making connections therewith, in, upon,
under and across the following described parcel of land in Tarrant County, Texas:
A 0.127 acre parcel of land located in the THOMAS MAHAN SURVEY, Abstract No.
1049, in the City of Southlake, Tarrant County, Texas, and being more particularly
described by metes and bounds in Exhibit "A ", attached hereto and incorporated herein
for all purposes, and being more particularly shown on the drawing marked Exhibit `B ",
attached hereto and incorporated herein for all purposes of this dedication
TO HAVE AND TO HOLD that said conveyed property unto the Grantee, for the
purposes herein set forth, and Grantor hereby binds itself, its successors and assigns, to
warrant and forever defend the said conveyed property and rights granted herein unto
Grantee, its successors and assigns against every person whosoever lawfully claiming or
to claim the same or any part thereof, by, through and under Grantor, but not otherwise..
Notwithstanding anything to the contrary or apparently to the contrary in this Permanent
Right -Of -Way, Grantor hereby reserves all oil, liquid hydrocarbons, gas and their
respective constituent products, and any other minerals, including sulfur and coal seam
gas, industrial minerals, precious and semi - precious gems and minerals, lead, zinc,
copper, coal, lignite, peat, phosphate, iron ore, sodium, salt, uranium, thorium, and other
DZIb1833 7 p. l/ It)
•
fissionable materials, molybdenum, vanadium, titanium, ruble ilmenite, leucoxene,
zircon, monazite, gold, silver, bauxite, geothermal energy (including entrained methane,
hydrostatic pressure and thermal energy) and all other substances and ore deposits of any
kind or character, whether solid, liquid or gaseous (all such substances are defined for
purposes hereof as a "Mineral" or the "Minerals ") that are owned by Grantor as of the
effective date hereof in, on and under the Property and may be produced from the
Property in perpetuity. Grantor, solely on its own behalf and on behalf of its successors,
transferees, assigns, and/or lessees, shall expressly release and waive all rights of ingress
and egress and all other rights of every kind and character whatsoever to enter upon or
otherwise utilize all or any portion of the surface of the Property or any area below the
surface of the Property at a depth of less than 200 feet (the "Minimum Depth ") in the
exploration, drilling, production or marketing of the minerals or otherwise; provided,
however, Grantor and its lessees shall have the right to produce minerals in and under the
Property below the Minimum Depth but only by directional drilling from lands other than
the Property or by horizontal drilling, pooling or other techniques (whether presently
known or later developed) which do not require entry or use of the surface of the Property
or any area below the surface of the Property above the Minimum Depth.
WITNESS MY HAND, this the,9 l day of 3t) (� , 2010.
NCI GROUP, INC. 0 '
By: Name: Timid Todd R. Moore
Title: EY P 4' 6 e 1 bu .is4
b210133347 lo
2
THE STATE OF TEXAS §
COUNTY OF 1�0,(t 15 §
BEFORE ME, the undersigned authority, in and for the State of Texas, on this
day personally appeared Toed 0, • w.cxye , known to me, or proved to me through
(describe the identity card or other document), to be the same
person whose name is subscribed to the foregoing document and acknowledged to me
that he executed the same for the purposes and consideration therein expressed and on
behalf of NCI Group, Inc. in the capacity stated therein.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
2010.
ROBIN JOHNSON Notary ��.031. 1 'a!'.
o ,� pAY ��A c Not Public, to of Texas
Notary Public, State of Texas
' ?4,E My Commission Expires 09 -17 -2012
rpd aC)I"OS
SEAL Name of Notary Printed
OG 1l �oia
Notary's Commission Expires
3 i2 )OI R33y7 p.3 °� l�
EXHIBIT "A"
LEGAL DESCRIPTION
PERMANENT RIGHT -OF -WAY
NORTH KIMBALL AVENUE, PHASE I
PARCEL 4
BEING 0.127 acre of land located in the T. Mahan Survey, Abstract No. 1049,
Southlake, Tarrant County, Texas, and being a portion of a tract of land
conveyed to NCI GROUP, INC.. by the deed recorded in County Clerks File No.
D208018532 of the Deed Records of Tarrant County, Texas, Said 0.127 acre of
land being more particularly described by metes and bounds as follows:
BEGINNING at a point in the North boundary line of said NCI Group Tract, Tying
S 82° 46' 28" W 25.16 feet, from a "PK" nail found marking the Northeast corner
of said NCI Group tract, and lying in the West prescriptive right -of -way line of
North Kimball Avenue;
THENCE S 00° 49' 04" E 317.96 feet, along the West prescriptive right -
of -way line of said North Kimball Avenue to a point in the South boundary
line of said NCI Group Tract;
THENCE S 89° 10' 56" W 19.93 feet, along. the South boundary line of
said NCI Group tract, to a 1/2" iron rod marked "Brittain & Crawford" set in
the new West right -of -way line of said North Kimball Avenue;
THENCE along the new West right -of -way line of said North Kimball Avenue
as follows;
1. NORTHEASTERLY 45.31 feet, along a curve to the right,
having a radius of 1,442.00 feet, a central angle of 01° 48' 00" E,
and a chord bearing N 01° 00' 17" E 45.30 feet to a ' /z" iron rod
marked "Brittain & Crawford" set at the beginning of a curve to the
left;
2. NORTHWESTERLY 64.70 feet, along said curve to the left,
having a radius of 1,358.00 feet, a central angle of 02° 43' 48 ", and
chord bearing of N 00° 32' 23" E 64.70 feet to a' /z" iron rod marked
"Brittain & Crawford" set;
3. N 00° 49' 31" W 206.10 feet, to a' /z" iron rod marked "Brittain
& Crawford" set in the North boundary line of said NCI Group tract;
THENCE N 82° 46' 28" E 17.09 feet, along the North boundary line of
said NCI Group tract, to the POINT OF BEGINNING, containing 0.127
acre (5,520 square feet) of land.
g:doc\kimball- legalslprow4 B
b2 Oi' 3311 p. 4011p
LOT 1, BLOCK 1, UESCO ADDITION I
4
CAB.'A', SUDE 3232, P.R.T.C.T. 1
N 82 °46'28 "E' m
1 17 ' PINT OF BEGINNING
J I "PK" NAIL FOUND
�5 "PK" NAIL FOUND ORTHEAST CORNER OF
I NCI GROUP INC. TRACT
•cr - - S 82 °46'28 "W 25.16'
PERMANENT NT RIGHT -OF -WAY /
0.127 ACRE / 5520 SQ.FT. W I
z
,{
3 g 1�
m LaJ �,
NCI GROUP, INC. sx a) CC No. D208018532 o N 1 n z � A 1 5 , •
D.R.T.C.T. M o
La
z i Q
1/2" IRON ROD SET d WW m
A= 02 °43'48" o " 2 1
R= 1,358.00' En W - 4'4)
L= 64.70' ,t ! �o
LC= N 00 °32'23 "E o o 1 0 � a.
k
64.70'
IRON ROD SEt In & Z t
� ce
'.° 0= 01 °48'00" z
+°' R= 1,442.00' ' L
,c, L= 45.31 i m 1
LC= N 01°00'17"E o-
45.30' a - - "PK" NAIL FOUND
1/2" IRON ROD SET
/ w
It
/ S 89 °10'56 "W 1
/ 19.93' 1 1
JTE INVESTMENTS, LTD. N
VOL 15405, PG. 216, D.R.T.C.T.
SURVEYED ON THE GROUND .�
NOVEMBER 12, 2008
4:OF
JANES L BRITTAIN
�J 4;P:np =E ° ' PROPERTY CORNER NOTE
REGISTERED PROFESSIONAL 41*'
UVID OFTD(AS NO. 1674 \ �SuRj ALL PROPERTY CORNERS SET ARE 1/2" IRON RODS
SIM WITH CAP MARKED "BRITTAIN & CRAWFORD"
' 1400 MAIN STREET, SOUTHLAKE
� CITY OF SOUTHLAKE
� , TEXAS, 76092
NORTH KIMBALL AVENUE, PHASE I, S.H. 114 TO PATTERSON WAY
EXHIBIT "B"
BRrrreni kCite FORD PERMANENT RIGHT - OF -WAY
TOPOGRAPIC L N° SU RVEYI NG 4 0 ACRE OF LAN
` MAPPING LOCATED THE
`• ", q 11 - ""° `. i k..11: T. MAHAN SURVEY
190 No ` T A' • "" """ 6 ABSTRACT No. 1049
am SOUTHLAKE, TARRANT COUNTY,
,iawa m_aow - 4a\ TEXAS _ SCALE 1" 60' )2I o 1$ 33 7
p.5Efe
SUZANNE HENDERSON r`£"••
s
COUNTY CLERK
• 1Kt ,.
100 West Weatherford Fort Worth, TX 76196 -0401
PHONE (817) 884 -1195
RATTIKIN TITLE
201 MAIN ST STE 800
FT WORTH, TX 76102
Submitter: RATTIKIN TITLE (OPR)
DO NOT DESTROY
WARNING - THIS IS PART OF THE OFFICIAL RECORD.
Filed For Registration: 7/29/2010 11:39 AM
Instrument #: D210183347
OPR 6 PGS $32.00
By:
D210183347
ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY
BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.
Prepared by: VMMASSINGILL
TEMPORARY CONSTRUCTION EASEMENT
NCI GROUP, INC.
TO THE CITY OF SOUTHLAKE
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TARRANT §
Being the owner of the herein - described property, NCI GROUP, INC a Nevada
corporation ( "Owner ") hereby grants to the City of Southlake, Texas (the "City "), and to
the City's Contractors, a temporary construction easement through and across the
following property:
A tract of land in the THOMAS MAHAN SURVEY, Abstract No. 1049 in the City of
Southlake, Tarrant County, Texas, more particularly described by metes and bounds in
Exhibit "A" attached hereto for all purposes
for the purpose of constructing necessary roadway facilities.
The temporary construction easement shall be 15 feet wide and shall be west of,
adjacent to and parallel to the Permanent Right -of -Way Line shown on Exhibit `B"
attached hereto.
It is understood that during construction the Contractor will of necessity require
the temporary construction easement to accommodate movement of equipment for
handling and placement of piping and supplies, but only as may be necessary, and in no
case shall the Contractor permit equipment to come in contact with, or damage existing
buildings or other permanent lot improvements. It is further understood that the
Contractor shall be required by the City to restore all areas of the lot, relative to fencing,
structures, and other improvements to pre- existing conditions, or better. During such
restoration, the Contractor shall slope the surface of the temporary construction easement
to provide a gradual transition between the roadway and the remainder of the Owners'
property.
This Temporary Construction Easement shall terminate on the earlier to occur of (1)
acceptance by the City of the Contractor's work or (2) one (1) year from the date hereof.
Upon or after the earlier to occur of (1) or (2) above, the City will release this Temporary
Construction Easement of record at the request of Grantee.
6 P' 141
F +1
This Temporary Construction Easement, Permission and Access granted this (9
day of�� , 2010.
OWNER:
NCI GROUP, INC. Ai
a Nevada Corporat' n
By:
Name: Todd I. ••r
Title: E VP 4 64"end &mad
ACKNOWLEDGEMENT
THE STATE OF TEXAS §
COUNTY OF 1 §
BEFORE ME, the undersigned authority, in and for the State of Texas, on this
day personally appeared rtii 1-1,k.tocx e, known to me, or proved to me through
(describe the identity card or other document), to be the same
person whose name is subscribed to the foregoing document and acknowledged to me
that he executed the same for the purposes and consideration therein expressed and on
behalf of NCI Group, Inc. in the capacity stated therein.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this a) day of
\� , 2010.
ROBIN JOHNSON � '� •
*( )* Notary Public, State of Texas Notary Public, r of Texas
= +�p' My Commission Expires 09 -17 -2012
Sol-c\
SEAL Name of Notary Printed
2 )2Ib1133LIl p.246
• ,
EXHIBIT "A"
LEGAL DESCRIPTION
PERMANENT RIGHT -OF -WAY
NORTH KIMBALL AVENUE, PHASE I
PARCEL 4
BEING 0.127 acre of land located in the T. Mahan Survey, Abstract No. 1049,
Southlake, Tarrant County, Texas, and being a portion of a tract of land
conveyed to NCI GROUP, INC.. by the deed recorded in County Clerks File No.
D208018532 of the Deed Records of Tarrant County, Texas, Said 0.127 acre of
land being more particularly described by metes and bounds as follows:
BEGINNING at a point in the North boundary line of said NCI Group Tract, lying
S 82° 46' 28" W 25.16 feet, from a "PK" nail found marking the Northeast corner
of said NCI Group tract, and lying in the West prescriptive right -of -way line of
North Kimball Avenue;
THENCE S 00° 49' 04" E 317.96 feet, along the West prescriptive right -
of -way line of said North Kimball Avenue to a point in the South boundary
line of said NCI Group Tract;
THENCE S 89° 10' 56" W 19.93 feet, along. the South boundary line of
said NCI Group tract, to a %2" iron rod marked "Brittain & Crawford" set in
the new West right -of -way line of said North Kimball Avenue;
THENCE along the new West right -of -way line of said North Kimball Avenue
as follows;
1. NORTHEASTERLY 45.31 feet, along a curve to the right,
having a radius of 1,442.00 feet, a central angle of 01° 48' 00" E,
and a chord bearing N 01° 00' 17" E 45.30 feet to a %2" iron rod
marked "Brittain & Crawford" set at the beginning of a curve to the
left;
2. NORTHWESTERLY 64.70 feet, along said curve to the left,
having a radius of 1,358.00 feet, a central angle of 02° 43' 48 ", and
chord bearing of N 00° 32' 23" E 64.70 feet to a' /z" iron rod marked
"Brittain & Crawford" set;
3. N 00° 49' 31" W 206.10 feet, to a %" iron rod marked "Brittain
& Crawford" set in the North boundary line of said NCI Group tract;
THENCE N 82° 46' 28" E 17.09 feet, along the North boundary line of
said NCI Group tract, to the POINT OF BEGINNING, containing 0.127
acre (5,520 square feet) of land.
g:doc'kimball -legs Is1prow4B
bZ101Mq
P.3
. .
LOT 1, BLOCK 1, MESCO ADDITION I
CAB.'A', SLIDE 3232, P.R.T.C.T.
fr
N 82 °46'28 "E I
c 1 17.09 PINT OF BEGINNING
.ft' 1 "PK" NAIL FOUND
5 "PK" NAIL FOUND :1) A . I °WHEW- CORNER OF
-- S 82 ° 46'28 "W 25.16'
PERMANENT RIGHT- OF -WAY__
0.127 ACRE / 5520 SQ.FT. W 1 1
7 1
NCI GROUP, INC. co = rn R I La I ,,S
CC No. D208018532 o N n z z. 5•
D.R.T.C.T. O Z .- 4 W
z 1 w <
Li W
1/2" IRON ROD SET W zl g 1
td A= 02 °43'48" z o I
R= 1,358.00' n, - W ' e
L= 64.70' a Z +°' COI'
LC= N 00 °32'23 "E o$ WI z 4.
j r
64.70
1/2" IRON ROD SET 2 (n I kr
'. A= 01 °48'00" Z
?°' R= 1,442.00' o t
L= 45.31 i
, LC= N 01°00'17"E I
45.30' a — "PK" NAIL FOUND
/
1/2" IRON ROD SET--/
ET °
w
S 89 °10'56 "W J 1
/ 19.93' k1 1
JTE INVESTMENTS, LTD. '� I I
VOL 15405. PG. 216, D.R.T.C.T.
SURVEYED ON THE GROUND
NOVEMBER 12, 2008
9
i ,' G\5T %
• JAMES
a L BRITTAIN 1674 M
L BR ITIAN ,c' p
R PROFESSIONAL fro PROPERTY CORNER NOTE
I 1674 �\ ALL PROPERTY CORNERS SET ARE 1/2" IRON RODS
WITH CAP MARKED "BRITIAJN & CRAWFORD"
� ,' CITY OF SOUTHLAKE
( �� 1400 MAIN STREET, SOUTHLAKE, TEXAS, 76092
J
NORTH KIMBALL AVENUE, PHASE I, S.H. 114 TO PATTERSON WAY
EXHIBIT "B"
6 Rrrr,&nN `" &CRS w,oRD PERMANENT RIGHT —OF —WAY
B
ND �"G 0 ACRE OF LA ND
TOPOGRAPHIC MAPPING LOCATED THE
" "' PM «: a +n�• '7""1° T. MAHAN SURVEY
P.O. DM 1 M • °' ABSTRACT No. 1049
O"` `
Riff m ill, 1.-o ' to ` o
`�`'`�'�"'"`" SOUTHLAKE, TARRANT COUNTY,
1-+a\ TEXAS SCALE 1“.• 60' 1)2063y4
p. '1 /L5
SUZANNE HENDERSON :••_.
COUNTY CLERK e �
tt"
,r 100 West Weatherford Fort Worth, TX 76196 -0401
PHONE (817) 884 -1195
RATTIKIN TITLE
201 MAIN ST STE 800
FT WORTH, TX 76102
Submitter: RATTIKIN TITLE (OPR)
DO NOT DESTROY
WARNING - THIS IS PART OF THE OFFICIAL RECORD.
Filed For Registration: 7/29/2010 11:39 AM
Instrument #: D210183349
E 5 PGS $28.00
By: — -
D210183349
ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY
BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.
Prepared by: VMMASSINGILL