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20-Zoning; Public HearingCITY COUNCIL AGENDA ITEM BRIEFING SHEET Submittal Date: Originating Department Presented By: Agenda Item No.: 08/17/09 Planning&Zoning Shawn Napier, P.E., Director of Council Date: Coinmission Engineering, Planning and 20. 08/24/09 Develo ment RECOMMENDED MOTION: Action item - public hearing and first reading Por.icY ISSUE(s): Zoning; Public Hearing BACKGROUND: Rocky Buff, LLC has requested that the zoning on the property located on Lot 13, City Block 259, which is located in the 2800 Block of Pine Mill Road, be changed from a Planned Development District (PD-b) Housing Development ar Community Unit Development to a General Retail District (GR). This is the proposed sight for the new Social Security Office. The Planning and Zoning Coinmission recommended approval of this request. No one spoke in favor of this reyuest. No one spoke in opposition to this request. BOARD/COMMISSION RECOMMENDATION: The Commission recommended approval of this request by a vote of 5-0. EXHiBiTS: Ordinance, memo, location aerial, and site photo ACTION: BUDGET INFO: ❑ Financial Report ❑ Minute Ocder Expense $ ❑ Departrnent Report ❑ Resolution Budgeted Amt $ ❑ Presentation Z Ordinance yTD Actual $ Z Public Hearing ❑ Other Acct Name Acct Number FiscAL NoTES: REVIEWED AND APPROVED BY: Z Administration Z City C1erk Z Community Development ❑ EMS/IT ❑ Finance ❑ Fire ❑ Municipal Court Z Legal ❑ Library ❑ Police Z Eng./Public Works ❑ Utilities City of Paris Re,%zsed 2/04/08 . 16 4 MEMORANDUM TO: Chairman and Members of the Planning and Zoning Commission Honorable Mayor and Members of the City Council FROM: Planning and Development Department SUBJECT: Zoning Change Requests DATE: July 24, 2009 The following zoning change request will be presented at the August 3, 2009, meeting of the Planning and Zoning Commission and the August 24, 2009, meeting of the City Council of the City of Paris for consideration: Rocky Bluff, LLC is requesting that the property located on Lot 13, City Block 259, being located in the 700 Block of Pine Mill, be rezoned from a Planned Development District (PD-b) Housing development or community unit development to a General Retail District (GR). The Comprehensive Plan recommends that this property be zoned General Retail. cc: Kevin Carruth, City Manager W. Kent McIlyar, City Attorney w-. - 16 5 D RAFT F:ALICE\ORDWORK\CURRENT\Zoning Ords -Rocky Bluff - 700 Blk Pine Mill Rd 8-24-09 ORDINANCE N0. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, AMENDING ZONING ORDINANCE NO. 1710 OF THE CITY OF PARIS, TEXAS, AS HERETOFORE AMENDED, SO AS TO REZONE LOT 13, CITY BLOCK 259, A PART OF THE HIRAM WILLIAMS SURVEY,LOCATED IN THE 2800 BLOCK OF PINE MILL ROAD, CITY OF PARIS, LAMAR COUNTY, TEXAS, FROM A PLANNED DEVELOPMENT DISTRICT (PD-b) HOUSING DEVELOPMENT OR COMMUNITY UNIT DEVELOPMENT TO A GENERAL RETAIL DISTRICT (GR) DIRECTING A CHANGE ACCORDIIVGLY I1V THE OFFICIAL ZONING MAP OF THE CITY; PROVIDING A REPEALER CLAUSE, A SAVINGS CLAUSE, A SEVERABILITY CLAUSE, A PENALTY CLAUSE, A1VD AN EFFECTIVE DATE. WHEREAS, the Planning & Zoning Commission received a request for an amendment to the Zoning Ordinance of the City of Paris to rezone Lot 13, City Block 259, a part of the Hyran Williams Survey, located in the 2800 Block of Pine Mill Road, City of Paris, Lamar County, Texas from a Planned Development District (PD-b) Housing Development or Community Unit Development to a General Retail District (GR); and, WHEREAS, on August 3, 2009, the Planning and Zoning Commission conducted a public hearing on the proposed amendment to the City zoning ordinance and, following said hearing, I made formal recommendation to the City Council to approve the requested zoning; and, WHEREAS, on August 24, 2009, following notice and publication as required by law, the City Council of the City of Paris conducted a public hearing on the proposed amendment to the City zoning ordinance, and having considered the recommendations of the Planning and Zoning Commission and the testimony and evidence introduced at said public hearing, found and determined that approving the aforesaid zoning change would be consistent with the Comprehensive Future Land Use Plan of the City of Paris, consistent with the City zoning ordinance, and in the best interests of the public health, safety, and welfare of the citizens of the City of Paris. 1VOW, THEREFORE, BE IT ORDAIIVED BY THE CITY COUIVCIL OF THE CITY OF PARIS, TEXAS: Section 1. That the findings set out in the preamble to this ordinance are hereby in all things approved. Section 2. That the Official Zoning Map of the City of Paris, Texas and Zoning Ordinance No. 1710 of the City of Paris as heretofore amended is hereby further amended to rezone Lot 13, City Block 259, a part of the Hiram Williams Survey, located in the 2800 Block of Pine Mill Road, City of Paris, Lamar Counry, Texas, from a Planned Development District (PD-b) Housing Development or Community Unit Development to a General Retail District (GR), said property being more particularly described in Exhibit A attached hereto and made a part hereof. 16E; Section 3. That the Chief Building Official of the City of Paris be, and he is hereby, directed to change the Official Zoning Map of the City of Paris, Texas to reflect the changes set forth in this ordinance. Section 4. That all provisions of the ordinances of the City of Paris, Texas in conflict with the provisions of this ordinance are hereby repealed, and all other provisions of the ordinances of the City of Paris not in conflict with the provisions of this ordinance shall remain in full force and effect. Section S. That the repeal of any ordinance or part of ordinances affected by the enactment of this ordinance shall not be construed as abandoning any action now pending under or by virtue of such ordinance or as discontinuing, abating, modifying, or altering any penalty accruing or to accrue, or as affecting any rights of the municipality under any section or provisions of any ordinance at the time of passage of this ordinance. Section 6. That it is the intention of the City Council of the City of Paris that this ordinance, and every provision hereof, shall be considered severable, and the invalidity or partial invalidity of any section, clause, or provisions of this ordinance shall not affect the validiry of any other portion of this ordinance. Section 7. That any person violating any provision of this ordinance shall be guilty of a Misdemeanor, and upon conviction, shall be subject to a fine in accordance with provisions of Sec.1-6 of Chapter One of the City of Paris Code of Ordinances, and each and every day's continuance of any violation of the above-enumerated sections shall constitute and be deemed a separate offense. Section 8. That the City Council voted by a supermajority vote of the entire Council to suspend the rule requiring two readings before adoption of ordinances ayes and _ nays. Section 9. That this ordinance shall become effective from and after its passage of the first reading and publication as required by law. PASSED AND ADOPTED on by the City Council of the City of Paris, in regular session on this the 24th day of August, 2009. Jesse James Freelen, Mayor ATTEST: Janice Ellis, City Clerk APPROVED AS TO FORM: W. Kent McIlyar, City Attorney - - 16 i 12/24/2008 11:43 1 AM By: gretchenb Lamar County, TX Kath Marlowe - Counc Clerk ko-TICE OF CONFIDENTIALITY RIGHTS: 0~-,-) 3LIs IF YOU ARE A NATUR.AL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWIlNG INFORMATION FROM THIS 1NSTRLTMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRNER' S LICENSE NUMBER SPECIAL WARRANTY DEED WITH VENDOR'S LIEN STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF LAMAR § THAT SALLY H. MCCOY, joined pro-forma herein by her spouse, WILLIAM MCCOY, HARPER SIX FAMILY LIMITED PARTNERSHIP, a Texas limited partnership, DONALD GRANT WILSON, TRUSTEE OF THE DONALD GRANT WILSON 1998 TRUST, H. GREGORY WILSON, TRUSTEE OF THE HOUSTON GREGORY WILSON 1998 TRUST, HOUSTON DAVID HARRISON, joined pro-forma herein by his spouse, KATHLEEN HARRISON, DONALD G. WILSON and BARBAR.A H. WILSON ("Grantor"), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) cash and other good and valuable consideration and the further consideration of the execution and delivery by the Grantee of that one certain promissory note of even date herewith in the principal sum of $3,220,000.00, payable to the order of Stillwater National Bank and Trust Company, ("Lender"), as therein specified, providing for acceleration of maturity and for attorney's fees, secured by the vendor's lien retained herein, and is additionally secured by a deed of trust of even date herewith to Matt Pollock, Trustee, the receipt and sufficiency of which are acknowledged and confessed, has GRANTED, BARGAII%;ED, SOLD, and CONVEYED, and by these presents does GRANT, BARGAIN, SELL, and CONVEY unto ROCKY BLUFF, L.L.C., ` rootDi ahoma limited liability company ("Grantee"), whose mailing address is 14 tlnC~ iq Y that certain tract of real property located in Lamar County, Texas, m e particularly described on Exhibit "A" attached hereto and incorporated herein by reference for all purposes, together with all and singular, the improvements, fixtures, and any right, title and interest of Grantor in and to any adjacent streets, roads, alleys, rights-of-way, strips and gores adjoining the real property, any development rights, air rights, water rights, and any other easements, interests, rights, powers and privileges appurtenant or incident to the use of the real property, but LESS AND EXCEPT, and reserving unto Grantor, all right, title and interest of Grantor, if any, in and to all of the oil, gas, coal, inetallic or.es and other minerals in, under and that may be produced from all of such real property, and all rights, interests and estates pertaining thereto (herein collectively called the "Property„). This Deed is executed by Grantor and accepted by Grantee subject to the encumbrances set forth on Exhibit "B" attached hereto (herein collectively called the "Permitted Exceptions"). EXHIBIT ,,L y - --16"0' TO HAVE AND TO HOLD the Property together with all and singular the rights and appurtenances thereto in any wise belonging unto Grantee, its successors and assigns forever; and Grantor does hereby bind itself, its successors and assigns to Wfi.RR.ANT AND FOREVER DEFEND all and singular the Property, subject to the Permitted Exceptions, unto Grantee, and Grantee's heirs, executors, administrators, personal representatives, successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise. But it is expressly agreed that the Vendor's Lien, as well as Superior Title in and to the above described premises, is retained against the above described property, premises and improvements until the above described note and all interest thereon are fully paid according to the face, tenor, effect and reading thereof, when this Deed shall become absolute. THAT, Lender, at the instance and request of the Grantee herein, having advanced and paid in cash to the Grantor herein that portion of the purchase price of the herein described property as is evidenced by the herein above described Note, the Vendor's Lien, together with the Superior Title to said property, is retained herein for the benefit of said Lender and the same are hereby TRANSFERRED AND ASSIGNED to said Lender, its successors and assigns. Grantor waives any and all rights of surface access to the Property with respect to any mineral rights reserved to Grantor herein, if any. - i ,.16 9 This document may be executed in multiple counterparts, each of which shall constitute an originaL EXECUTED to be effective as of the 19th day of December, 2008. G OR• ~ ALLY . CCOY zz , ` /I WILLIAM MCCO HARPER SIX FAMILY LIMITED PARTNERSHIP, a Texas litnited partnership By: Harper GP, Inc., its general partiaer By: Printed Name: Susan M. Harper Title: President DONALD G. WILSON, TRUSTEE OF THE DONALD GRANT WILSON 1998 TRUST H. GREGORY WILSON, TRUSTEE OF THE HOUSTON GREGORY WILSON 1998 TRUST HOUSTON DAVID HARRISON KATHLEEN HARRISON - - `17 0 This document may be executed in multiple counterparts, each of which shall constitute an original. EXECLTTED to be effective as of the 19th day of December, 2008. GRANTOR: SALLY H. MCCOY WILLIAM MCCOY HARPER SIX FAMILY LIMITED PARTNERSHIP, a Texas limited partnership By: H per GP, Inc., its general partner l sy: Prind Name: Susan M. Harper Title: President DONALD G. WILSON, TRUSTEE OF THE DONALD GRANT WILSON 1998 TRUST H. GREaWY ~SON, T USTEE OF THE HOU5TON G RY WILSON 1998 TRUST HOUSTON D VID HARRISON KATHLEEN SON ,w", - - -17i This document may be executed in multiple counterparts, each of which shall constitute an original. EXECUTED to be effective as of the 19t'' day of December, 2008. GRANTOR: SALLY A. MCCOY WILLIAM MCCOY gIARPER SIX FAMILY LIMITED PARTNERSHIP, a Texas limited partnership By: Harper GP, Inc., its general partner Bv: Printed Name: Susan M. Harper Title: President 6 ~ DONALD . WILS , TRUSTEE OF THE DONAL GRANT WILSON 1998 TRUST H. GREGORY WILSON, TRUSTEE OF THE HOUSTON GREGORY WILSON 1998 TRUST HOUSTON DAVID HARRISON KATHLEEN HARRISON ~ ~---~1~ This document may be executed in multiple counterparts, each of which shall constitute an original. EXECUTED to be effective as of the 19th day of December, 2008. GRANTOR: SALLY H. MCCOY WILLIAM MCCOY HARPER SIX FAMILY LIMITED PARTNERSHIP, a Texas limited partnership By: Harper GP, Inc., its general partner By: Printed Nam : Susan M. Iiarper Title: Preside DONALD G. WILSON, TRU5TEE OF THE DONALD GR.ANT WILSON 1998 TRUST H. GREGORY LSON, TRUSTEE OF THE HOUSTON GRE RY WILSON 1998 TRUST ~ HOUSTON DAVID HAMSON THLEE HARRI50N w- ' - ' 1 73 DONALD G. WILSON BARBARA H. WILSON ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF .04 1/45 This instrument was acknowledged before me on the f gJ` day of DECEMBER, 2008, by SALLY H. MCCOY AND HUSBAND, WILLIAM MCCOY. C:.~r/`-- ~ Notary Public, State of Texas ~Y PV . 'o~~. o~'• ADRIAN IBARRA Notary Pubiic ACKNOWLEDGMENT ~i •i StatCOf?eXas to,. My CbmM. ~xp. 04-03-2010 STATE OF TEXAS ' COUNTY OF LAMAR This instrument was acknowiedged before me on the day of DECEMBER, 2008, by Susan M. Harper, President of Harper GP, Inc., General Partner of Harper Six Family Limited Partnership, on behalf of said entity. Notary Public, State of Texas m - --17~ ~ ~ DONALD G. WILSON ~ i BARBARA H. WILSON ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the day of DECEMBER, 2008, by SALLY H. MCCOY AND HUSBAND, WILLIAM MCCOY. Notary Public, State of Texas ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF LAIVIAR ' This instrument was acknowledged before me on the 1 1.~ day of DECEMBER, 2008, by Susan M. Harper, President of Harper GP, Inc., G,eneral Partner of Harper Six Family Limited Partnership, on behalf of said entity. Notary Piiblic, State of T ` Hi;m•~ t ,.,~FaY dc"NISE MOFFITTn n NOtaty Public ~ ~ STATE OF TEXAS a " ~ My Commission ri ~ '•qrF~~`~ Expit•eG E2/02/2009p ~ uaaanncr•nr-zkr:•- .ar.n:n;cnts.~ cor.:::t-.r.,FnnCCp „ - - -175 ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the 1,'8 day of DECEMBER, 2008, by Donald Grant Wilson, Trustee of The Donald Grant i son 1998 Trust. ~4G.DEANGILBERT Notary ublic, State of Texas MY COMMISSION EXPIRES Sepiernber 30, 2012 ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF LAMAR This instrument was acknowledged before me on the day of DECEMBER, 2008, by Hous4on Gregory Wilson, Trustee of the Houston Gregory Wilson 1998 Trust. Notary Public, State of Texas ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF LAMAR This instrument was acknowfedged before me on the day of DECEMBER, 2008, by DONALD G. WILSON. Notary Public, State of Texas w ' ~ `.i7 0 ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF This instrument was acknowiedged before me on the day of DECEMBER, 2008, by Donald Grant Wilson, Trustee of The Donald Grant Wiison 1998 Trust. Notary Public, State of Texas ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF LAMAR This instrument was acknowiedged before me on the ~Tf~- day of DECEMBER, 2008, Wilson 1998 Trust. by Houston Gregory Wilson, Trustee of the Houston Gregory j~ORaoP9CVOOpoop oa6e060000o6eepOVC.rt g ~ p,RY P(%~~ ~Andrea K. Briscoe T.. Notary Public ~ Notary Public, State of Texas STATE OF TEXAS ` ~ : Jl • P~> S My Comm. Exp.11l06/12010 . . . . ~ . c~ C c C . ~ . . - : . , i . . . . ~ , ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF LAMAR ' This instrument was acknowledged before me on the day of DECEMBER, 2008, by DONALD G. WILSON. , , wl.kJitYRC4Yt444417{l044d . DENISE MOFFITTn Notar`y Public, State of exas Notary Public ~ ~ S7ATE OF T ~ ~ ~ ~ EXAS ~ My Commission ~ y, ',rF tr,,, - c ,;pires I 2r0212009 ~~'__`17/ STATE OF TEXAS COUNTY OF LAMAR ACKNOWLEDGMENT This instrument was acknowiedged before me on the by BARBARA H. WILSON. ~ 4AirFt6AYtYr4tr4~ V ~ F.-[[ E~~~9 ~7 ~ MOFFiTT,~ Notar A iNotary Public ~ i YPW= ~ ~ . ~ -Th i~L JF TEXAS ¢ ~ Mv Cc,rnmission n IM2/7009n . . •~n.~saoar_n STATE OF ACKNOWLEDGMENT ~ day of DECEMBER, 2008, ~ lic, State of T COUNTY OF ' This instrument was acknowledged before me on the day of DECEMBER, 2008, by HOUSTON DAVID HARRISON AND WIFE, KATHLEEN HARRISON. Notary Public, State of r - - ~ 170) ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF LAMAR This instrument was acknowledged before me on the day of DECEMBER, 2008, by BARBARA H. WILSON. Notary Pubiic, State of Texas ACKNOWLEDGMENT STATE OF ~ COUNTY OF 1~\~Z ivr~`rC. This instrument was acknowledged before me on the k-+- day of DECEMBER, 2008, by HOUSTON DAVID HARRISON AND WIFE, KATHLEEN HARRISON. ~P ic, State of YYl R. URSULA AGUIRRE NOTARY PUBLIC BALTIMORE COUNTY MARYLAND MY CAMAItSSiON E%PIFES OCTOBER 21, 2012 ,----17:~ G 7'S ADDRESS FOR TAX NOTICES: ~ AFTER RECORDING, RETURN TO: Chicago Title Insurance Company 2001 Bryan Street, Suite 1700 Dallas, Texas 75201 Attn: Leslie B. Wheeler 2108-01598 „ -380 Exhibit "A" Being a 2.500 acre tract of land in the Hiram Williams Survey, Abstract No. 1003, in the City of Paris, Lamar County, Texas; being all of that certain tract of land described as Exhibit "D" and part of the residue of that certain called 73.53 acre tract of land described as Exhibit "A" in deed dated December 29, 2000, recorded in Volume 1037, Page 183 in the Lamar County Real Property Records (L.C.R.P.R.), to Sally H. McCoy, Harper Six Limited Partnership, The Donald Grant Wilson 1998 Trust, The Houston Gregory Wilson 1998 Trust, Houston David Harrison, Donald G. Wilson and Barbara H. Wilson, said Exhibit "D" also being Lot 13 of the Final Plat of Lots 13, 13-A, 13-B, 13-C, 13-1), City Block 259, as recorded in Envelope 350-D of the Lamar County Plat Records (L.C.P.R.); said 2.500 acre tract of land is more particularly described by metes and bounds as follows (all bearings cited herein are based on South 68 degrees 52 minutes 38 seconds East along the north boundary line of the subject tract according to Vol. 1703, Pg. 250 of the Lamar County Official Public Records (L.C.O.P.R.): BEGINNING at a 1/2-inch iron rod with cap set in the east right-of-way line of North Collegiate Drive (75 feet wide per Vol. 704, Pg. 701 and Vol. 706, Pg. 581 of the Lamar County Deed Records) for the southwest corner of that certain called 3.762 acre tract of land described in deed dated November, 30 2005, to HCR.I Texas Properties, LTD, recorded in Vol. 1703, Pg. 250, L.C.O.P.R. and the northwest corner of the herein described tract, from which a found 1/2-inch iron rod with cap bears North 68 deg. 52 min. 38 sec. West, a distance of 0.42 feet; THENCE South 68 deg. 52 min. 38 sec. East, along the south boundary line of said HCRI Texas Properties tract, a distance of 248.80 feet to a set 1/2-inch iron rod with cap, from which a 1/2-inch iron rod with cap found for the southeast corner of said HCRI Texas Properties Tract bears South 68 deg. 52 min. 38 sec. East, a distance of 395.04 feet THENCE South 23 deg. 27 min. 29 sec, West, a distance of 374.12 feet to a 1/2-inch iron rod with cap set in a curve to the right in the north right-of-way line of Pine Mill Road (60 feet wide per Envelopes 350-D and 367-A, L.C.P.R.); THENCE along the north right-of-way line of Pine Mill tZoad as follows: with said curve to the right having a radius of 686.20 feet, a central angle of 25 deg. 00 min. 54 sec., and a chord that bears North 61 deg. 57 min. 35 sec. West, a distance of 297.22 feet, at an arc distance of 228.26 feet passing the southeast corner of said Lot 13, and continuing along the south boundary line of said Lot 13, a total arc distance of 299.59 feet to a 1/2-inch iron rod with cap set for the end of said curve; North 49 deg. 26 min. 33 sec. West continuing along the south boundary line of said Lot 13, a distance of 13.64 feet to a 1/2- inch iron rod with cap set in the east right-of-way line of North Collegiate Drive for the southwest comer of said Lot 13; - - -18 1 REAL ESTATE PURCHASE CONTRACT This Real Estate Purchase Contract (the "Agreement") is entered into effective November 24, 2008, by and between SALLY H. MCCOY and WILLIAM MCCOY, husband and wife (8.33%), HARPER SIX FAMILY LIMITED PARTNERSHIP, a Texas limited partnership (41.67%), DONALD G. WILSON, TRUSTEE OF THE DONALD GRANT WILSON 1998 TRUST (21 H. GREGORY WILSON, TRUSTEE OF THE HOUSTON GREGORY WILSON 1998 TRUST (21%), HOUSTON DAVID HARRISON and KATHLEEN HARRISON, husband and wife (6.24%), and DONALD G. WILSON (0.88%) and BARBARA H. WILSON (0.88%), husband and wife (collectively, "Seller'l, and ROCKY BLUFF, L.L.C., an Oklahoma limited liability company, or its assigns ("Buyer'~. R E C I T A L S: A. Seller granted to Standridge Development ("Standridge'~, affiliate of Buyer, an option to purchase the following real property, pursuant to a certain Option to Purchase Real Estate (the "Option') by and between Seller and Standridge, as amended: (i) approximately 2.5 acres of land located in the City of Paris, Lamar County, Texas, being more particularly described on Exhibit "A" attached hereto, BUT LESS AND EXCEPT all right, title and interest of Seller, if any, in and to all of the oil, gas, coal, metallic ores and other minerals in, under and that may be produced from all of such land, and all rights, interests and estates pertaining thereto (but excluding all rights of surface entry) (the "Land'~; and (ii) all right, title and interest of Seller in and to all streets, alleys, easements and rights-of-way in, on, across, in front of, abutting or adjoining the Land and any other appurtenances belonging thereto (collectively the "Appurtenances'~. The Land and Appurtenances are hereinafter collectively called the "Property". B. Standridge has assigned the Option to Buyer. Buyer has notified Seller of Buyer's election to exercise its right to purchase the Property in accordance with the Option, and Seller and Buyer desire to enter into this Agreement for purposes of setting forth the terms and conditions for Seller's sale of the Property to Buyer. A G R E E M E N T S: In consideration of the covenants contained herein and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows: Article 1- Agreement to Buv and Sell Seller hereby agrees to sell the Property to Buyer, and Buyer hereby agrees to purchase the Property from Seller, subject to the terms and conditions of this Agreement. GADOCS\ZWA\S&J\Paris\Purchase Contract-1dce -1- - -~182 Article 2 - Purchase Price The total purchase price for the Property (herein the "Purchase Price'~ shall be the sum of $762,300.00, payable as follows: 2.1 Cash at Closing. On the Closing Date, Buyer shall pay to Seller the Purchase Price in cash or other imrnediately available funds, subject to the prorations and adjustments set forth below. 2.2 Option Fee. Buyer has previously paid to Seller an Option Fee (herein so called) in the amount of $2,010.00 pursuant to the Option. The Option Fee represents independent consideration for Buyer's option to purchase the Property pursuant to the Option and this Agreement and shall not be refundable for any reason, nor applied against the Purchase Price. Article 3- Title and Survey 3.1 Title Commitxnent. Within twenty (20) days after the Effective Date, Buyer shall obtain from Ghicago Title Insurance Company, 2001 Bryan Street, 17`h Floor, Dallas, Texas 75201, Arin: Leslie B. Wheeler, Senior Vice President, telephone: (214) 965-1661; facsimile: (214) 965-1633; email: leslie.wheeler@ctt.com (the "Title Company"), a title commitment (the "Title Commitment'~ w hich binds the Title C ompany t o issue t o Buy er a Texas Form T-1 Owner's Policy Title Insurance (the "Title Policy") covering the Property in the full amount of the Purchase Price; and true and correct copies of any and all instruments referenced in the Title Commitment which constitute exceptions or restrictions upon the title of Seller (the "Title Documents'). 3.2 Survev. Buyer may, at its expense, obtain a current survey of the Property ("Survey"). If the description of the Property set forth in t he final Survey v aries f rom the description attached to this Agreement as Exhibit "A", then the description set forth in the final Survey shall be used in the Deed delivered by Seller to Buyer at Closing. 3.3 Title Review. After Buyer has received a11 of the Title Commitment, Title Documents and Survey, Buyer shall have ten (10) business days within which to review all of said items and notify Seller in writing (the "Objection Notice'~ of Buyer's objections (the "Title Objections') to any matters contained therein. Any matters described in the Title Commitment or Survey to which Buyer does not object shall be deemed to be "Permitted Exceptions" to title under this Agreement. Any matters affecting marketability of title to the Land which first arise after the effective time of the Title Commihnent and before the Closing shall be deemed Title Objections, unless Buyer otherwise waives the same in writing or closes without written objection. Seller agrees to notify Buyer promptly upon Seller becoming aware of any Title Objection coming into existence after the date of the Title Commitment. 3.4 Cure or Noncure of Title Objections. Seller shall have until the Closing to cure the Title Objections. Seller shall not be obligated to cure or attempt to cure any Title Objection, other than voluntary mortgage liens or other liquidated sums secured by a lien filed against the Property, and shall in no event incur any liability to Buyer by reason of any failure or refusal to cure any Title Objection. Seller shall bear the cost of curing any Title Objections which it does elect or attempt to cure. Seller agrees, within five (5) business days of its receipt of the Objection Notice, to notify Buyer of any Title Objections which Seller determines it is GADOCS\ZWA\S&J\Paris\Purchase Contract-1doc -2- w - - - 1g3 unwilling or unable to cure. In the event that Seller has indicated its unwillingness or inability to cure a Title Objection or, in the alternative, if Seller does not give such a notice of its inability or unwillingness to cure such a defect and all Title Objections are not cured by the Closing Date, Buyer's exclusive rights under this Agreement shall be either: (i) to waive any such uncured Title Objections, close without reduction in the Purchase Price and accept such title as Seller is able to convey, and by such waiver and acceptance Buyer shall be deemed to have waived any and all claims and/or causes of action against Seller for damages or any other remedies for any and all defects in and/or exceptions to the title to the Property; or (ii) to terminate this Agreement by notifying Seller and the Title Company in writing, in which event Seller and Buyer shall have no further rights or obligations hereunder. Article 4- Seller's Representations; Inspection 4.1 Representations and Warranties bv Seller. Seller hereby represents and warrants to Buyer that on the Effective Date and on the Closing Date: 4.1.1 No Tenants. There are no tenants of the Properly, or any portion thereof, and no other parties in possession of any portion of the Property claiming under Seller. 4.1.2 No Pending Condemnation. There are no pending eminent domain proceedings or special assessments of any nature with respect to the Property or any part thereof. Seller has not received any notices of any eminent domain proceedings or special assessments being contemplated with respect to the Property or any part thereof, and Seller does not have any knowledge of any such actions being contemplated. 4.13 Seller Authority. Seller has full power, authority and legal right to execute and deliver this Agreement and to perform and observe the covenants and agreements contained herein. 4.1.4 No Special Use Exemptions. No part of the Property has been assessed f or r eal e state taxes dur ing t he p receding five ( 5) years using a ppraisal p rocedures established for either (i) lands designated for "agricultural use" value with the meaning of TEX. CONST. art. VIII, §1-d to value the Land, or any part thereof, or (ii) "open-space land" devoted to timber production on the basis of its productive capacity or "open-space land" devoted to agricultural use within the meaning of TEX. CONST. art. VIII, §1-d-1 and TEX. TAX CODE §§23.51-23.56 and 23.71-23.78 to value the land, or any part thereo£ In the event that real estate taxes have been assessed based on either (i) or (ii), Seller shall pay any and all subsequent assessments therefor. 4.1.5 Development Commitments. There are no commitments by Seller to any governmental authority, utility company, or other organization, group or individual relating to the Property which could impose an obligation upon Buyer or its successors or assigns to make any contributions or dedications of money or land or to construct, install or maintain any improvements of a public or private naiure on or off of the Property. 4.1.6 No Pending Liti ag tion. Seller has no knowledge of any pending or threatened litigation or administrative proceedings that could adversely affect title to the Property or any part thereof, or the ability of Seller to perform any of its obligations hereunder. GAD0CS\ZWA\S&J1Paris\Purchase Contract-1doc -3- W - -184 4.1.7 Continuing Representations. Seller's foregoing representations and warranties shall be deemed continuing and, unless written notice to the contrary is given to Buyer on or before the Closing, the same shall be true and correct on and as of the Closing with the same force and effect as if made at that time. If any of the foregoing representations and warranties are found to be incorrect before Closing, Buyer may terminate this Agreement upon written notice to Seller at any time before Closing. Seller's representations and warranties under this Section 4.1 shall survive the Closing. 42 Inspection. 4.2.1 Inspection of Premises. Buyer and its representatives may, at all reasonable times during normal business hours, enter upon the Property to conduct environmental studies, soil tests and other appropriate on-site evaluations to ascertain whether the Property is suitable to meet Buyer's objectives. Buyer shall bear the cost of all such inspections or tests. 4.2.2 Inspection of Documents. Within five (5) days after the full execution o f t his Agreement, S eller shall deliver to Buy er copies of a 11 s oil, e ngineering or environmental s tudies, a udits, r eports o r s urveys relating t o t he P roperty t hat are in Seller's possession or control (herein "Property Documents'~. If the Closing does not occur for any reason whatsoever, Buyer shall return to Seller all of the Property Documents which Seller has delivered to Buyer. 4.3 Indemnitv. Buyer agrees to indemnify and hold Seller harmless from and against any and all liens, claims, causes of action, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from any act, omission, or negligence of Buyer or Buyer's contractors, licensees, agents, servants, employees, officers, and directors, or arising from any accident, injury, or damage whatsoever occurring on or about the Property or any part thereof, by reason of Buyer's conducting the environmental studies, soil tests, and engineering work and other evaluation herein described, and shall restore the Property to its present condition. Buyer's obligations und er t his S ection 4. 3 s hall s utvive t he t ernunation o f this Ag reement and s hall survive the Closing. 4.4 Termination. I f Buy er d eternunes t hat t he P roperty is not s uitable for Buyer's purposes, then Buyer may terminate this Agreement by written notice to Seller at any time before the Closing Date, in which event the parties shall have no fiu-ther obligations hereunder, except for matters that expressly survive termination of this Agreement. Article 5 - fRESERVEDI Article 6 - Closin~ 6.1. Closing. If this Agreement has not been ternvnated, the closing of the transaction contemplated herein shall be held on or before December 19, 2008 (the "Closing"), with the date to be selected by Buyer on five (5) days prior written notice to Seller. The Closing shall be effected through an escrow to be opened by the parties with the escrow deparmient of the Title C ompany, a nd the a ctual date o n which t he Closing is c onsummated is c alled t he "Closing Date." The following procedure shall be followed by the parties in connection with the Closing: GADOCS\ZWA\S&J\Paris\Purchase Contract-1doc -4- - - - ` 18 J 6.1.1. Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following: a. Special Wanantv Deed. A Special Wananty Deed (the "Deed"), in the form attached hereto as Exhibit B, conveying to Buyer the Real Property, subj ect only to the Permitted Exceptions. b. FIRPTA Affidavit. An affidavit in form and substance satisfactory to Buyer stating that Seller is not a"foreign person" as defined in Section 1445 of the Internal Revenue Code and implementing regulations. c. Proof of Authori ty. Such evidence as to the authority of Seller to enter into this Agreement and to discharge the obligations of Seller pursuant hereto as Buyer or the Title Company shall reasonably require. d. Proration Amounts. Such payments to Buyer (or credits against the Purchase Price) as may be required to effect the prorations required by this Agreement. e. Additional Documents. Such additional documents, including lien and possession affidavits, as may be reasonably requested by Buyer or the Title Company to consummate the Closing. 6.1.2. Buyer. At Closing, Buyer shall deliver or cause to be delivered to Seller the following: a. Purchase Price. The Purchase Price, subject to adjustments and prorations as provided in this Agreement, in immediately available United States funds. b. Proof of Authoritv. Such evidence as to the authority of Buyer to enter into this Agreement and to discharge the obligations of Buyer pursuant hereto as Seller or the Title Company shall reasonably require. c. Additional Documents. Such addirional documents as may be reasonably requested by Seller or the Title Company to consummate the Closing. 6.1.3. Possession. Possession of the Property will be given to Buyer on the Closing Date, subject only to the Permitted Exceptions. G:\DOCS\ZWA\S&J\Paris\Purchase Contract-3.doc --"IO6 Article 7- Taxes, Prorations, and Brokerage 7.1 Costs and Prorations. Seller shall pay the following Closing costs: Seller's attorney's fees, the basic premium for the Title Policy, one-half (1/2) of the Closing fee charged by the Title Company, and any other costs of Seller specified elsewhere in this Agreement. Buyer shall pay the following Closing costs: the cost of any endorsements to the Title Policy, Buyer's attomey's fees, the cost to record the Deed, one-half (1/2) of the Closing fee charged by the Title Company, any costs associated with Buyer's financing of the acquisition of the Property, and any other costs o f Buyer s pecified e lsewhere in this Ag reement. Any Closing costs not specifically allocated above or elsewhere in this Agreement shall be allocated in accordance with usual and customary practice in the locality of the Property, provided, if no usual or customary practice exists, such other costs will be borne equally by the parties. 7.2 Prorations. The income and expenses of the Properly will be prorated as of the Closing Date and the Purchase Price will be adjusted on the following basis: a. Accounts Pavable. All sums due for accounts payable by Seller which were owing or incurred by the Property prior to the Closing Date will be paid by Seller. Buyer will furnish to Seller any bills for such period received after the Closing Date for payment, and Buyer will have no further obligation with respect thereto. All accounts payable by the owner of the Property incurred on and after the Closing Date will be paid by Buyer. b. Taxes. All real property ad valorem taxes assessed against Seller and the Property for all years preceding the year in which Closing occurs, any rollback taxes imposed on the Property for periods preceding the Closing Date, and any matured and unmatured installments of special assessments with respect to the Property, shall be paid by Seller. The real properiy taxes for the year in which Closing occurs shall be prorated on a calendar year and per diem basis as of the Closing Date, and Seller agrees to a ccept a s a credit against the Purchase Price t he portion attributable to the period prior to the Closing Date. Buyer agrees to pay all real property taxes for the year in which Closing occurs and subsequent years. c. Method of Proration. In the event that the apportionments hereinabove provided for result in a credit balance to the Buyer, such sum shall be applied against the Purchase Price at the Closing. In the event the apportionments hereinabove provided result in a credit balance to the Seller, such credit balance shall be added to the Purchase Price payable at Closing. d. Adtustment. If any adjustments pursuant to this Section 7.2 are, subsequent to Closing, found enoneous, then either party hereto who is entitled to additional monies may invoice the other party for such additional amounts as may be owing, and such amount shall be paid within ten (10) days from receipt of this invoice. This covenant shall survive the Closing. 7.3. Brokerage. With the exception of Lone Star Realty ("Broker"), who has represented Seller, each party (the "Indemnifying Party") represents and warrants to the other that it has not dealt with any real estate brokers or other third parties in connection with the transaction embodied herein who are entitled to be compensated for brokerage services and the Indemnifying Party agrees to indemnify and hold the other harmless from and against any claim, GADOCS\ZWA\S&.N'aris\Purchase Contract-1doc -6- --lg/ loss, liability, damage, fee, cost, or expense, including attorney's fees, arising out of any compensation due or alleged to be due to any other broker with whom the Indemnifying Party may have dealt. If the Closing occurs, Seller agrees to pay to Broker a commission pursuant to a separate written commission agreement. This Section shall survive the Closing or termination of this Agreement for any reason. ARTICLE 8- Risk of Loss. 8.1 Eminent Domain. In the event all or any portion of the Property, or any access to the Property, or any interest in the Property is taken or is threatened to be taken by eminent domain (whether or not an eminent domain proceeding is actually commenced) prior to Closing, Seller shall immediately notify Buyer in writing (the "Eminent Domain Notice") which shall include a description in reasonable detail of the property or interest therein to be taken. In such event Buyer may, at its sole election, terminate this Agreement by giving written notice of such election to Seller not later than the Closing Date, in which event neither party shall have any further rights or obligations under this Agreement. Unless Buyer terminates this Agreement, Buyer shall be entitled to participate in the taking proceeding or the negotiations regarding the taking award, and Seller shall assign to Buyer at Closing Seller's right, title and interest in any taking award which remains unpaid to Seller in connection with such takirig. Further in such event, Buyer shall receive as a credit against the Purchase Price the amount of any taking award previously paid to Seller in connection with the taking and not used in the repair or restoration of the Property prior to Closing. As used herein a"taking" shall be deemed to include a voluntary conveyance in lieu of a taking by eminent domain. Article 9- Default and Remedies In the event a default occurs in the performance of any party's obligations hereunder, the non-defaulting party shall, as a condition of exercising its remedies hereunder, provide written notice of such default to the other party. The defaulting party shall thereafter have five (5) business days, commencing the day notice is deemed received, in which to remedy such default. I f Seller de faults he reunder a nd f ails t o t imely c ure such de fault, o r if Seller wrongfully refuses to close the sale of the Property under the terms of this Agreement, Buyer shall be entitled to the remedies under Texas law at the time of the breach, including, without limitation, specific performance and the right to recover its damages. If Buyer defaults hereunder and fails to timely cure such default or if Buyer wrongfully refuses to close the purchase of the Properly under the terms of this Agreement, Seller shall be entitled, as its sole remedy, to terminate this Agreement. Article 10 - Notices 10.1. Notices. Any notice, request, demand, instcuction or other communication given to either party hereunder, except those required to be delivered at Closing, shall be in writing, and shall be deemed to be delivered (a) on receipt if by hand delivery or facsunile transmission and (b) whether actually received or not, upon deposit of both the original and the copy, as provided below, in a regularly maintained official depository of the United States mail located in the continental United States, and sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows: GADOCS\ZWA\S&J\Paris\Purchase Contract-1doc -7- - ~ ~ 1 g r-I If to Seller: c/o Donald G. Wilson 3110 Stacy Lane Paris, Texas 75460 FAX: 972/ - With copies to: McLaughlin, Hutchison, Starnes and Biard 38 lst Street NW Paris, Texas 75460 Attn: Will Biard FAX: 972/785-7580 If to Buyer: Rocky Bluff, L.L.C. ' P.O. Box 746 Lindsay, Oklahoma 73052 Attn: Scott A. Standridge FAX: / - With copies to: Mock Schwabe Waldo Elder Reeves & Bryant Two Leadership Square, 14'h Floor 211 N. Robinson Oklahoma City, Oklahoma 73102 Attn: Zachary W. Allen FAX: 405/235-0333 10.2. Changes. The addresses and addressees for the purpose of this Article 10 may be changed by either party by giving notice of the change to the other party in the manner provided herein for giving notice. For the purpose of changing the addresses or addressees only, unless and until such written notice is received, the last address and addressee stated herein shall be deemed to continue in effect for all purposes. Article 11- Miscellaneous 11.1. Entire Agreement. This Agreement and the exhibits attached hereto contain the entire agreement between the parties, and no promise, representation, warranty or covenant not included in this Agreement or any such referenced agreements has been or is relied upon by either party. 11.2. Amendment. No modification or amendment of this Agreement shall be of any force or effect unless made in writing and executed by both Buyer and Seller. 11.3. Constxuction. If any litigation arises hereunder, it is specifically stipulated that this Agreement shall be interpreted and constructed according to the laws of the State of Texas. 11.4. Costs of Litigation. In connection with any legal action arising out of this Agreement, the prevailing pariy in any litigation between the parties is entitled to recover, as a part of its judgment, reasonable attorney's fees and costs of suit. G:\DOCS\ZWA\S&J1Paris\Purchase Contract-3.doc -g- _-1801 11.5. Effective Date. All references in this Agreement to the "Effective Date" or similar references shall be deemed to refer to the date when both parties have executed this Agreement. 11.6. Gender. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words of singular number shall be held to include the plural and vice versa, unless the context requires otherwise. 11.7. Severability. If any one or more of the provisions of this Agreement, or the applicability of any such provision to a specific situation, shall be held to be invalid or unenforceable, such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of this Agreement and all other applications of any such provisions shall not be affected thereby. 11.8. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts together shall constitute one and the same instrument. 11.9. Survival. All warranties, representations and agreements contained herein or arising out of the sale of the Property by Seller to Buyer shall survive the Closing hereof. 11.10. Further Acts. In addition to the acts recited in this Agreement to be performed by Seller and Buyer, Seller and Buyer agree to perform or cause to be performed at the Closing any and all such further acts as may be reasonably necessary to consuinmate the transactions contemplated hereby. 11.11. Exhibits. All exhibits described in this Agreement are by this reference fully incorporated herein and made a part hereof by reference for all purposes. 11.12 Binding Effect; Assignment. This Agreement and the terms and provisions hereof shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors, and assigns, whenever the context so requires or admits. Either pariy may assign this Contract without the prior written consent of the other party, so long as the assignee assumes the obligations of the assignor, and the assignor is not released from responsibility for its obligations except by performance by its assignee. 11.13 Confidentiality. Buyer and Seller acknowledge that the terms and conditions of this Agreement and the details of the ensuing negotiations will remain confidential between the parties to this Agreement and no proposals, drafts, or copies of the Agreement, or suimnaries of any kind will be distributed, copied, or otherwise transmitted orally or in wriring, to any third party entity or person other than professional consultants or advisers involved in this transaction. 11.14 Exclusivitv. So long as this Agreement is in effect, Seller shall take no action to market the Properry or any part of it to any potential owner or user, and shall not accept any "back-up" contracts or conditional offers of any kind. 11.15 1031 Exchange. Both parties understands that the other may be engaging in all or part of this transaction pursuant Section 1031 of the Intemal Revenue Code (Like-Kind Exchange). Each parry shall cooperate with the other in such exchange, provided that such cooperation shall be without cost or expense of any nature to the accommodating party and shall G:\DOCS\ZWA\S&J\Paris\Purchase Contract-1doc -9- - - -19Q not delay this transaction in any manner. Neither party shall be responsible to the other for any tax consequences arising out of this or any transaction related t o the Property. Each party desiring to effect this transaction through a 1031 Exchange shall be responsible for engaging such tax counsel as it deems necessary for the purpose of determining the tax consequences of any such transaction. [SIGNATURE PAGES FOLLOW] G:OOCS\ZWA\S&AParis\Purchase Convact-3.doc -10- - - ' "L 0 i SELLER SIGNATURE PAGE TO REAL ESTATE PURCHASE CONTRACT EXECUTED by SELLER on I/ ;?Y .~o~, 24fl8• SALLY H. M Y 114P WII.,LIAM MCCOY HA.RPER SIX FAMILY LTMITED PARTNERSHIP, _a_Texas limited_par_fnership By: Harper GP, Inc., its general partner OPrinnted e' t✓ ri~.aC Title:_S~~Ot~-r--- ' DONALD G. WILSON, TRUSTEE OF THE HOUSTON GREGORY WILSON 1998 TRUST H. GREGORY WII..SON, TRUSTT OF THE HOUSTON GREGORY WILSON 1998 TRUST HOUSTON DAVTD HARRISON KATHI,EEN HARRiSON [SELLER SIGNATURES CONTINLTE ON FOLLOWING PAGE] GADOCSIZWMS8c.11Pazis\Purchase Contract-1doc -I L- _ - -~i~~ SELLER SIGNATURE PAGE TO REAL ESTATE PURCHASE CONTRACT EXECUTED by SELLER on .2008. ~ SALLY H. MCCOY WILLIAM MCCOY HARPER SIX FAMTLY LIMITED PARTNERSHIP, a Texas limited partnership By: Harper GP, Inc., its generaT partner By: Printed Name: Title: ),,A A ~ )kn -TrL~ D~ALD G. WILSON, TRUSTEE OF THE Y WILSON 1998 TRUST H. GREGORY WIL,SON, TRUSTT OF THE HOUSTON GREGORY WILSON 1998 TRUST HOUSTON DAVID HARRISON KATHLEEN HARRISON [SELLER SIGNATURES CONTINUE ON FOLLOWING PAGE] G:IDOMZWMS&J1PatislPurchase Contract-1doc - ' " ..13j SELLER SIGNATURE PAGE TO REAL ESTATE PURCHASE CONTRACT EXECUTED by SELLER on , 2008. SALLY H. MCCOY WILLIAM MCCOY HARPER SIX FAMILY LIMITED PART'NERSHIP, a Texas ]imited partnership By: Harper GP, Inc., its general partner By: Printed Name: Title: DONALD G. WILSON, TRUSTEE OF THE HOUSTON GREGORY WILSON 1998 TRUST vSrY.e- H. O W ON, TRUSTT OF THE HOUSTON Vigl(GORY WILSON 1998 TRUST HOUSTON DAVID HARRISON KATHLEEN HARRISON [SELLER SIGNATURES CONTINUE ON FOLLOWING PAGE] G:IDOCS\ZWA\S&J\Paris\Purchase Contract-3.doc - --v1E SELLER SIGNATURE PAGE TO REAL ESTATE PURCHASE CONTRACT EXECUTED by SELLER on , 2008. SALLY H. MCC4Y WILLIAM MCCOY HARPER SIX FAMII.Y LIMITED PARTNERSHIP, a Texas limited pazmership By: Harper GP, Inc., its general partner By: Printed Name: Title: DONALD G. WIL,SON, TRUSTEE OF Ti-E HOUSTON GREGORY WILSON 1998 TRUST H. GREG4RY WTLSON, TRUSTT OF TBE HOUSTON GREGORY WII..SON 1998 TRUST OUSTON DAVIDHARRIS A ~ KATHI.,EE HARRISON [SELLER SIGNATURES CONTINUE ON FOLLOWING PAGE] G:IDOCS\ZWAtS&T1PazislPutchasc Carthact-1doc -11- _ :..Z95 SELLER SIGNATURE PAGE TO REAL ESTATE PURCHASE CONTRACT (CONTINUED) / ~ . DONALD G. WII.SON G:I1)0CSlZWA4S&AParis\Purchase Contract-3.doc -12- v -vl96 BUYER SIGNATiJRE PAGE TO REAL ESTATE PURCHASE CONTRACT i I EXECUTED by BUYER on ~ ~ - I -q' , 2008. ROCKY BLUFF, L.L.C., an Oklahoma limited liabilil company 1, ._.7 ~ ~ 14r " By: ; A. Standridge; Sole Member and Manager TITLE COMPANY 30INDER AND RECEIPT' Thc Title Company executes this Contract for the purposes of acknowledging its receipt of a fully executed counterpart of this Contract. The Title Company's consent shall not be required to amend any other provision or term of this Contract. "Title Camparty": CHICAGO T1TLE 1 URANC COMPANY By: Name: Title: G.1IHX:S\7WA\S&J1P3ri5\Purchasc Comract-3.dce -13- - _ "19 / EXHIBIT A PROPERTY DESCRIPTION Field ha"es :~c.~ oi Laact Iat tl~e :iiram lt slliams Sun•e ]n ilaz C:itv o:'Pa.,is. 7.aniar Couu*-v. Tgxas $ciug a'.5 00 ac:-z tract of 3anci in the H:ram Wiitian:s Surcey, Atz3tracrNo. lD?s. iu the Ciry of Pzriz- i.amar Cou:in;, Tes;s; tem-a all of ;hat cestain 7act of lxnd descsibed as Extsibit "D'- anfl par: of ffie :esidi3c of thaa cer;aiu called 73.53 ac:Y tract of laud desrnibed as Exh:bii :X„ ru deed 3ated DeceuiE}e: 29. 1.000, reccuclzd in Va.mire i031, p1?e 183 m dic Laaar County s2ea1 ~'opem: Recor3s (I..C.R.P.R-), xo Sa11ti• H. h::Coy 1533`0;, Hatpzr Six Fami1S' L=teci Partuership (41.67?t: The Doaaid Csan€ Wilso.z 1998 I`sust The iioustam Gresory Wilsan I998 7rust r21°. e;, Haustou Datitid I-Ia.+rison f6:24°•bj, I}or,ald G. Wilson (0.88°8); and Barbara H. W:lsan (O.SS°o), said F-x:tihir "D" also ksefnQ Lvt 13 of rhe rina: Pla± of i.ots 13, 13- A. 13-B. 13-C, 11 1 -D, City 31ack 359, as recarded ixi Eavetape 350-D of the Lunar L:eunty Plat Rc-cords (L.C P.Fi.) ; said 2.500 ar-e tract of Lmd is ir,ore particutarly draczibed b~' u~eies an3 bcas~s as folloe~~s taft bearings citeci hrrein te based rna St~uth GS deg. ~2 nisn. 38 ~c. East ata,ia cie norty bouatdan~ Eine o#' tlie sttttject nats }seT Vo!. 1703, Pu. 350, of dir Lamzr Connnz; 0:'ficial Publir Recotds [L.C O_PR.]): _ BEGINNL~G at a:-'_-ai:h iron red ;vith czp sz: :n t'aae southza;st rirht-of-b.ay fine of K GollPgiatr :lsive {75: fzet .4ide per Vol. 764, Pg. 701 znd N'ol. 745, Pg. Jq1 of the I.aaiux' Councy Dzed Rrcor9s), :°cs thz south;rest coruer of rha[ certain called 3.726 aae tract ef Land describcd in deed datrd NmTinber. 30, ZOUi. tc+ HCFI srxas Prapcrci+es, L1D, reca:ded in t'oi. 1703, Pg. ?~;G, L.C.O.P.R. and tse :inrt'hwest cocner af tne hcreLq desenUed tracz. fram kvhich a faund 1:2- iuch iron rod wi;h ca;) bea:s -Notth dS deg. 5' min. 38 sec. Wes:., a disance of 0.42- fcrt; 1.) -1TiENCE Soirh 58 u'e?. 53 m:n. 38 West, a!oug the swth txaaradar~, InFe of smd HCRI Te1as Progerties tact, a distance ofi24&.&0 feet te aset ::~?-iach ir8n red w:th cap; 2.) THEVCE Srnzth 23 deg. 'T min. 29 sec. Lt`;st, a distance o: 374. f 2 fezt to a i; 2-inch ven rcxl with cap sd in a cun•e te ile rizht ia the nost3t riglit-of-w-ay hae of Pine h;ili tZoad ;60 feet wide per Fsivziapes 350-D aud 3fi7-A, L.C.P.Rr; 3 j 71HE.'VCE aioag the acYrtln ri?ht-of-ttaY I121C Of P]2ie. T4ilIlI'ti0ad as SbSicfwl: anth said cEUt.-e ta the rigitt sai7vg a rditLx of 636?0 irt:, a:earxal anzle of 35 dez. 00 min. '54 zec_, and a clzord tlat bea:, 'No!th fil deg. 5' mia. 35 sec. tG'esi, a clestance of'_97.2' feet, at an arc distauce of 228:26 fert passing the soutneast comer a: sud Loz 13, aud contiuwng alon¢ the soinh boundan• line of said :zt :3. a tvtal an azc distance of 29M9 ft ta a I;2-inch iron rad taith cap set for Ynr end o` said cur e; '_Var`,h 49 dez_ ?6 min. 33 see_ tiL`es2, crnttiauiuc., aionR ihe sau:h iyotuic9arg li:ie of said Lat 13. adistance of 13.64 fee: ta a 121- inclt irua rod v=,ih cap se: i7 thz rast righA-oF v.a}° liate of Narth C'ollegiate Dr:ve fcn ihe soiith-west comff of s,aid Lo: , i: G:\DOCS\ZW A\S&J\Paris\Purchase Contract-3.doc -14- . ~ -~1J ~ EXHIBIT B NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING 1NFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER' S LICENSE NUMBER SPECIAL WARRANTY DEED STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF LAMAR § THAT , a ("Grantor"), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) cash and other good and valuable consideration to Grantor paid by , a ("Grantee"), whose mailing address is , the receipt and sufficiency of which are acknowledged and confessed, has GRANTED, BARGAINED, SOLD, and CONVEYED, and by these presents does GRANT, BARGAIN, SELL, and CONVEY unto Grantee that certain tract of real property located in Lamar County, Texas, more particularly described on Exhibit "A" attached hereto and incorporated herein by reference for all purposes, together with all and singular, the improvements, fixtures, and any right, title and interest of Grantor in and to any adjacent streets, roads, alleys, rights-of-way, strips and gores adjoining the real property, any development rights, air rights, water rights, and any other easements, interests, rights, powers and privileges appurtenant or incident to the use of the real property, but LESS AND EXCEPT, and reserving u nto Grantor, all right, title a nd interest of Grantor, if any, in and to all of the oil, gas, coal, metallic ores and other minerals in, under and that may be produced from all of such real property, and all rights, interests and estates pertaining thereto (herein collectively called the "Property"). This Deed is executed by Grantor and accepted by Grantee subject to the encumbrances set forth on Exhibit "B" attached hereto (herein collectively called the "Permitted Exceptions"). TO HAVE AND TO HOLD the Property together with all and singular the rights and appurtenances thereto in any wise belonging unto Grantee, its successors and assigns forever; and Grantor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Property, subject to the Permitted Exceptions, unto Grantee, and Grantee's heirs, executors, administrators, personal representatives, successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise. Grantor waives any and all rights of surface access to the Property with respect to any mineral rights reserved to Grantor herein, if any. GADOCS~ZWA\S&J\Paris\Purchase Contract-1doc -16- - - - --M ROCKY BLUFF, LLC P.O. BOX 746 LINDSAY, OK 73052 6/4/09 City of Paris Paris, Texas 75460 Attention: Planning and Zoning In re: Request by owner for rezoning of corner of Collegiate Avenue and Pine Mill Gentlemen or Ladies: By use of this correspondence we are requesting a zoning change in the (700 Block), the corner of Pine Mill and Collegiate, Lamar County, Lot 13 Block 259, Part of Hiram Williams Survey, City of Paris, Texas. The current zoning for this particular property, according to maps supplied by City Hall is PD-o. We are requesting that the zoning on this lc►t be changed to GR, which we have been told is the zoning needed for government office space. We have bought the above mentioned lot for the purpose of building a 10,803 sq. ft building with two parking lots, to be leased to the federal government (SSA). We do have a contract in hand for this project, and we have done many preliminary items to get ready, priar to this request. Actual construction, if approved, will begin in the next few weeks. This 2'/z acre lot will be used only by the Social Security Administration and ODAR. They will relocate to this facility, once the building is completed. Thank you in advance for your consideration of our request. Regar , Scott Standridbe Rocky Bluff, LLC 2 V-0 w -201 2.' li ~ ClTY OF PARIS COMMUNITY DEVELOpMENT DEPARTMENT 0. 9ox 9037 ■ paris, 7exas 75461 ■ 903-7$4-8234 APPL{CATlON FOR ZQNIRG CHANGE For Ofl'ice Use 4n1y Raquest Number: a Date Rcvd: C( Mig betp; '~Zoning Change TYPE OF AGTION FtF-QUESTED: I ❑ Specitic Use Permlt C) Planned Pevelopment PR(3PERTY INFORMATION: . Addresa: ► ' h~ 1i,-, )r1 !/C~ ~ . Tf1 tJ " b= K Neme of Business ar Building (If applicabfe): lilf `Ll C' Lot Block ~ Subdivision ~IM,4r? Current zaning: ~ Proposed Zoning: C - /r What is the proposed usa of the property? ~ t C• ' Bg - c. ~ .~."G' o~t E Describs trie charactar andlor nature of uses of surrounding praperty. ,A 1 L R ~-es Wilf the re-zoned designation be compatible with the classificatioii and use of adjoining lands Yes No If N0, how do you propose tp reduce any adversB impaCt7 Is fhe tract unsuitable for uses permltted under the presant zoning classiflcation& No If No, why are you requesting a change in the permitting uses? OWNEFtIAPPI.ICANT 1NFORN1A710td; (rryou are not tba ownor, a parmiselon leifer frarn !he awnar Is raqutrod, II you aro parchasJag tha proporty, A Copy ot Mo conllBttlnsyB+ uacdlnlleu ols parm 18d1011/eHarONLylF Mv COnfrscf0/dvldas lhaf the purctiasY /8 cObflhyenl uport tbe app!leent;uCcyAslv1lY obielnlnp a rorting cHang~.) @ J~ ~ Applicant's Name; S ~ f~ Phone: APPlicant'sAddtess:/b ~~q '1~S/ ~L ~i 21-LtL~n~' Property Owner's Nams: sSCei,*" -S7-Cg,1 4 1 0(° gla` &LkO . LL. ~ Prpperry Qwner's Address: ll~ ps~i phons: ■wRN arre■■■■■■t■■sm wiwsrra rr■■■■,■aANRI rrrr■z■■■e■■wAsNrMrrras■a■■ea■ea Rwa rr■ae■■■e■am ■errrou w■sa■an■ REQUIRED SUBMITTAL5 (check thoss items whiCh are included): ❑opompleted gpplicstion signed by the owrterlapplicant If Planned Devefapment requested, Include siso: Cv Copy of a deed wlth metes and bounds ❑rour (4) copies af a preliminary site plan V rmission fetter irom owner py of contr8ct tb purchase the propOy i havo carefu ry read the enm et pp(ication and know the same is 1rue and cdrrect. I hareby agree to comply wiih ail provisfons of local, State, and F deral Laws with, whether herein specified or not. 1 certify that 1 am !he owner of ths above property or his duly authori d sgent. Slgned: rjl-k~14 f77 Address: PrlntName, r- ' Phone Number: o- - - Date: ~ - - a ~ Fax Number: o - i SWQRN TQ AND SUgSGRIf3ED BEFORE ME this day of 20Oct ~ E,.~ 4,..~ L `MF k~ ~ ~.aaanuuim„,, ~ ~.,~1 S ~ ~~w~ Notary Pubilc, State of T~ag Y\&~ FlLED: ` r` _ 12106 = A• EXP. 01116172? c c . A ' ' ~%~1,+;~(~gl\G c: - - - " 2, 02 0 ~ 4-J ~ LL W ~ b-0 -o L ~ ^ ' W ~ O ~ U ,J V ~ - m ~ O - m O ~ 00 . N ~ U O i rC ~ a l ~ ~ ~ . ~ e ~ .t ~ . ~ . ro` ~ f M a~ g y'~^ ,J". A ~ ~ tr CN e ~ ~ e : . . (a -a..~G~./ ('4 0 4-J ~ ~ , Q W ~ Uuo ~ L ~ ~ ~ v / %%Ww/ V J J ~ m ~ ~ V O w 0 N ~o cu 0 I.i~ ~ W ~ ~ ~Q .~e V 0 m 0 0 00 N ~ : r .:2P`