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HomeMy WebLinkAboutContract 35676 CITY SECRETARY CONTRACT NO. SURFACE INTEREST SITE JOINT VENTURE CONTRACT This Su� e Interest Site Joint Venture Contract ("Contract") is made and entered into as of U f , 2007 (the"Effective Date"), by and between BLG NORTHSIDE DEVELOPMENT, LP, a Texas limited partnership (`BLG") and THE CITY OF FORT WORTH, a home rule municipal corporation organized under the laws of the State of Texas("City"). WITNESSETH WHEREAS, the City is the owner of the mineral estate in respect of the Subject Property (as defined below in this Contract); WHEREAS, BLG is the owner of the surface estate in respect of the Subject Property; and WHEREAS, the City and BLG desire to enter into this Contract for the purpose of facilitating the production of oil, gas and other minerals from the Subject Property and any real property pooled with the Subject Property; NOW, THEREFORE, for and in consideration of the mutual promises, covenants and undertakings described herein,the parties hereto mutually agree as follows: I. Definitions. For purposes of this Contract, the following terms will have the meaning given to them as set forth below. "Drill Site Property" means that certain real property in the City of Fort Worth, Tarrant County, Texas, consisting of approximately 7.241 acres, as more particularly described on Exhibit B to this Contract. "Lease"means the contract resulting from the selection of the Operator pursuant to the RFP process. "Operator" means the drilling operator selected by the City and BLG pursuant to the terms contained herein. "Pooled Unit" means the Subject Property, together with any other real property pooled or combined with the Subject Property. "RFP" means a Request for Proposal from drilling Operators to lease the Drill Site Property for the purpose of extracting oil,gas, and other minerals. "Subject Property" means that certain real property in the City of Fort Worth, Tarrant County, Texas, consisting of approximately 36.171 acres, as more particularly described on Exhibit A to this Contract. 2. Drill Site Property. During the Term of this Contract, BLG agrees to contribute, for the benefit of this Contract, the Drill Site property for the purpose of facilitating the extraction of oil, gas, and other minerals from the Subject Property and any property pooled therewith. The City and BLG agree that upon the termination or expiration of this Contract, the Drill Site Property shall be deemed to be free of any of the obligations contained herein. Additionally, the parties agree that during the term of the Contract, to the extent that any portion of the Drill Site Property is no longer needed to extract oil, gas, and other minerals, as jointly determined by BLG and the City and approved by the Fort Worth City Council (the"City Council"), said property shall be deemed to be free of any of the obligations contained herein, except for those obligations provided for in the Continuing Agreement, a copy of which is Surface Interest Site Joint Venture Contract—Page 1 � `�' U�? attached hereto as Exhibit E. 3. Continuing Agreement. Among other things, the Continuing Agreement provides that any amendment to the Site Development Plan, attached as Exhibit B of the Continuing Agreement, must be approved in writing by Cytec Industries, Inc. ("Cytec"). Cytec, on or about July 24, 2007, acknowledged its approval of BLG's proposed Site Development Plan under the terms of the Continuing Agreement, with respect to the Subject Property, a copy of such approval is attached hereto as Exhibit F. The parties acknowledge that the Continuing Agreement,together with the Special Warranty Deed (attached hereto as Exhibit G), provide that the Subject Property shall remain subject to the following restrictions, which run with the land: (1) no use of the groundwater beneath the Subject Property; (2) no residential use of the Subject Property; (3)the use of the Subject Property will be limited to commercial or industrial uses or to specific uses defined in the Site Development Plan approved by Seller; (4) buried materials will not be disturbed. The parties further acknowledge that the Continuing Agreement requires the City or its designated representative (such designated representative to be approved by Cytec without unreasonably delaying or unreasonably withholding such approval) to remediate the property, employing the least costly remedial alternative which is consistent with the intended future use of the Subject Property and the risk based cleanup criteria. The Continuing Agreement provides that the Cytec shall be entitled to receive information concerning the design and implementation of remedial measures and the results of monitoring on the Subject Property. Additionally, Cytec has retained the right to comment on any document pertaining to the Subject Property, site investigation, or remediation of conditions on the Property at least ten (10) business days prior to the delivery of same to the TNRCC [now TCEQ]. BLG acknowledges that the City shall remain a party to the Continuing Agreement, until or unless the Continuing Agreement is amended and/or dissolved as between the City and Cytec. BLG agrees to cooperate and work jointly with the City to comply with all other terms and conditions of the Continuing Agreement. 4. Request For Proposal. Promptly after the execution of this Contract by the parties, the City and BLG will work jointly in the preparation of an RFP for approval by the City Council. Among other things,the RFP will require: (a)that the Operator commences drilling operations at the Drill Site Property within one (1)year after the date the Lease is executed; (b)that drilling operations (as defined in item (c) below) by the Operator at the Drill Site Property be continuous after commencement of such drilling operations (an Operator shall be considered to be engaged in continuous drilling operations at the expiration of the primary term i£ (1) the Operator is then engaged in drilling operations on the leased premises or(2)Operator has completed a well as a producer or as a dry hole within one hundred twenty (120) days prior to the expiration of the primary term. Operator also shall be considered to be engaged in continuous drilling operations for so long thereafter as Operator conducts drilling operations on the leased premises,with due diligence and with intervals of no more than one hundred twenty (120) days between the date of completion of one well and the date of commencement of drilling operations on an additional well); (c)that the Lease expire one(1)year after the execution date of the Lease unless the Operator has commenced drilling operations at the Drill Site Property or there is actual production of oil, gas or other minerals from the Pooled Unit (for purposes of this Contract, "operations" means any of the following: drilling, testing, completing, reworking, recompleting, deepening, plugging back, or repairing a well in search for or in the endeavor to obtain production of oil or gas, so long as such operations are carried out with due diligence with no cessation of more than ninety(90)consecutive days); (d)that the Drill Site Property be the only location from which drilling operations may occur with Surface Interest Site Joint Venture Contract—Page 2 189888 respect to the Pooled Unit; (e) that the Operator obtains additional mineral acreage to be pooled or combined with the Subject Property; (f) provide a minimum overriding royalty interest of three percent (3%) of all oil, gas, and other minerals produced from the Pooled Unit (other than oil, gas, and minerals owned by BLG or the City) (the"ORR'); and (g)provide for a one(1)time minimum surface bonus of$50,000.00 per surface acre in respect of all acreage comprising the Drill Site Property (i.e. at least approximately $362,100 total), for granting the right to use the surface of the Drill Site Property (the "Surface Bonus"), which Surface Bonus will be payable at the time the Lease is executed. 5. Allocation of Payments.The City and BLG will share all ORR payments and the Surface Bonus in the following manner: (a)the City(55%); and(b)BLG(45%). 6. Selection of the Operator. The City and BLG agree to use all reasonable efforts in jointly selecting the Operator through the RFP process. The Operator will be selected on the basis of which candidate responds to the RFP with the best overall proposal for BLG and the City, considering all relevant factors including, but not limited to, the economics of the ORR applied to the Pooled Unit and each candidate's record for reliability and sensitivity to neighborhood and environmental considerations. In the event that the City and BLG are unable to agree upon the Operator following the RFP process, the parties agree that the City Council shall make such selection on behalf of the parties and such selection shall be deemed to be final. 7. Disagreement. In the event that the City and BLG are unable to agree upon any decision that is required to be made jointly, the parties agree that the City Council shall make such decision and same shall be considered final upon determination by the City Council. 8. Participation in Mineral Interest Joint Venture Contract. The City and BLG agree to enter into a Mineral Interest Joint Venture Contract with regard to the minerals owned by BLG and the City, to be negotiated following the execution of this Contract and to include the terms set forth on Exhibit C to this Contract. The City and BLG agree to use all reasonable efforts in jointly communicating with Tarrant County, Tarrant County College, the Tarrant Regional Water District and others (upon the joint determination of the City and BLG) with regard to becoming a participant with the City and BLG in a Mineral Interest Joint Venture Contract to be negotiated following the execution of this Contract and to include the terms set forth on Exhibit D to this Contract. 9. Participation in Working Interest. To the extent permitted by law, City policy or City ordinance, either party to this Contract or both parties to this Contract, may(but will not be obligated to) invest or otherwise participate in any"working interest" in any well or wells to be drilled at the Drill Site Property. Neither party will be required to offer the other party an opportunity to invest or participate in any "working interest" in any well or wells to be drilled at the Drill Site Property or otherwise share any of the proceeds or benefits from such"working interest" investment or participation. 10. Competing Wells. The City and BLG each agree that it will not develop, extract, or otherwise produce oil, gas, or other minerals from any surface estate owned by it which minerals could reasonably be developed, extracted or otherwise produced from the Drill Site Property. The City and BLG agree to extract those minerals that it owns which can reasonably be developed, extracted, or otherwise produced via the Drill Site Property, solely by use of the Drill Site Property. Furthermore, the Surface Interest Site Joint Venture Contract—Page 3 189888 City and BLG agree that they will not extract minerals which could reasonably be developed,extracted or otherwise produced via the Drill Site Property from a drill site that competes with the Drill Site Property. 11. Termination. The Contract will automatically terminate upon the joint determination by BLG and the City, with approval by the City Council, that oil, gas, or other minerals can no longer be economically extracted because of the depletion of such resources. 12. Binding Effect and Assignment. This Contract will inure to the benefit of, be binding upon and enforceable against, the parties hereto and their respective successors, heirs, beneficiaries and permitted assigns. Either party may assign this Contract and its rights, interests, and obligations under this Contract at any time without the consent of the other party. 13. Entire Contract.This Contract embodies the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect to the subject matter hereof. No amendment or modification of this Contract will be effective unless made in writing signed by both parties hereto. 14. Headings. The headings contained in this Contract are for convenience of reference only and will not affect in any way the meaning or interpretation of this Contract. 15. Notices. All notices, consents, approvals or demands required under this Contract will be in writing, and will be deemed delivered when either(i) deposited in the U.S. Mail, postage prepaid, certified or registered, return receipt requested,or(ii)delivered in person(including delivery by any courier service), provided that there is a written record confirming such personal delivery; in any event addressed to or delivered to the appropriate party at: If to BLG,to: BLG Northside Development,LP 301 NE 6 h Street Fort Worth,Texas 76106 Attn: Carl Bell With a copy to: Bourland,Wall&Wenzel,P.C. 301 Commerce Street, Suite 1500 Fort Worth,Texas 76102 Attn: Michael V.Bourland If to City,to: City of Fort Worth 1000 Throckmorton Street Fort Worth,Texas 76102 Attn: Director, Economic and Community Development Dept. With a copy to: City of Fort Worth 1000 Throckmorton Street Fort Worth,Texas 76102 Attn: Peter Vaky or to such other address(es)as either party may from time to time designate for this purpose. 16. Waiver. The waiver by either party of a breach of any provision of this Contract will not operate or be construed as a continuing waiver of any subsequent breach by either party. No waiver by either Surface Interest Site Joint Venture Contract—Page 4 189888 party of any provision or condition to be performed will be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time. 17. Governing Law/Venue. Regardless of the place of execution or performance, this Contract will be governed by and construed in accordance with the laws of the State of Texas without giving effect to such state's conflicts of laws provisions. Venue for any action arising out of this Contract will lie exclusively in Tarrant County, Texas. 18. Severability. If, for any reason, any provision of this Contact is held invalid, illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision of this Contract or the validity thereof, but this Contract will be reformed and construed in any such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein and such provision will be reformed so that it would be valid, legal and enforceable to the maximum extent permitted in such jurisdiction. If any provision of this Contract will be held invalid, illegal or unenforceable in part, such invalidity, illegality or unenforceability will in no way affect any other part of such provision not held so invalid, illegal or unenforceable, and any other part of such provision, together with all other provisions of this Contract, will to the full extent consistent with law continue in full force and effect. 19. Counterparts. This Contract may be executed in one or more original or facsimile counterparts, each of which will be deemed an original, but all of which together will constitute one of the same instrument. [SIGNATURE PAGE ON NEXT PAGE] Surface Interest Site Joint Venture Contract—Page 5 189888 w CITY: CITY OF FORT WORTH By: Printed Name: A• Title: 5 cry wwap Attested By: Date executed: 1 d 1 APPROVED AS TO FORM AND LEGALITY: Marty Hen&Lx City Secretary L- aaQEL Printed Name: Cont:rac-t Authorizstioa Title: S51Sr�tirT ITY i L' Date BLG: BLG NORTHSIDE DEVELOPMENT,LP By: BLG Northside Properties,LLC, its general partner By: _ Printed Name: Carl W.Bell Title: PrAident f �] Date executed: Surface Interest Site Joint Venture Contract—Page 6 ��� � � � �� 189888 �� p� TEX EXHIBIT A SUBJECT PROPERTY LEGAL DESCRIPTION TRACT BEING ALL OF THAT CERTAIN TRACT OF LAND SITUATED IN THE FELIX G. MULLIKEN SURVEY ABSTRACT No. 1045, THE N. BAUGH SURVEY, ABSTRACT No. 106, AND THE A. GOUEHENANT SURVEY, ABSTRACT No. 582, CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, AS CONVEYED TO THE CITY OF FORT WORTH AS RECORDED IN DEED VOLUME 15292, PAGE 209, DEED RECORDS, TARRANT COUNTY, TEXAS (D.R.T.C.T.); LOTS 1-20, 27-36, BLOCK 20; LOTS 1-10, 15-24, BLOCK 232; LOTS 1-10, 15-24, BLOCK 233; LOTS 1-10, 15-24, BLOCK 234 NORTH FORT WORTH TOWNSITE COMPANY'S SUBDIVISION, OF NORTH FORT WORTH, TARRANT COUNTY, TEXAS, ACCORDING TO THE PLAT AS RECORDED IN VOLUME 204-A, PAGE 117, PLAT RECORDS, TARRANT COUNTY, TEXAS; LOTS 1-10, OF AN UNRECORDED SUBDIVISION OF A PORTION OF THE F.G. MULLIKIN SURVEY, ABSTRACT NO. 1045, AS DESCRIBED IN A DEED TO IRELAND HAMPTON, TRUSTEE, RECORDED IN VOLUME 1314, PAGE 154, DEED RECORDS, TARRANT COUNTY, TEXAS; LOTS 1-8, BLOCK C; LOTS 1-6 AND A PORTION OF LOT 7, BLOCK D; LOTS 1-6, BLOCK B; LOTS 1-10, BLOCK E; LOTS 1-4, BLOCK F; AND LOTS 1-11, BLOCK G; OF THE UNION LAND COMPANY'S INDUSTRIAL ADDITION TO THE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, ACCORDING TO THE PLAT RECORDED IN VOLUME 309, PAGE 75, D.R.T.C.T.; LOTS 1-10, LOTS 23-32, BLOCK 1; LOTS 1-10, BLOCK 2; INDUSTRIAL ADDITION TO THE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, ACCORDING TO THE PLAT RECORDED IN VOLUME 204, PAGE 101, D.R.T.C.T.; SAVE AND EXCEPT THAT PORTION CONVEYED TO TEXAS ELECTRIC SERVICE COMPANY BY DEED RECORDED IN VOLUME 2570, PAGE 587, D.R.T.C.T.; TOGETHER WITH PORTIONS OF STREETS AND ALLEYS CLOSED AND ABANDONED BY CITY OF FORT WORTH ORDINANCE NO. 2336, A CERTIFIED COPY OF WHICH IS RECORDED IN VOLUME 2063, PAGE 112, D.R.T.C.T.; ORDINANCE NO. 2092, A CERTIFIED COPY OF WHICH IS RECORDED IN VOLUME 1447, PAGE 505, AND ORDINANCE NO. 3416 (UNRECORDED), AND BEING MORE PARTICULARLY DESCRIBED, BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A 1/2 INCH ION ROD FOUND FOR THE COMMON WESTERLY CORNER OF LOTS 20 &21, OF SAID BLOCK 20; THENCE NORTH 60000'00" EAST, 990.13 FEET TO A 1/2 INCH IRON ROD FOUND WITH A PLASTIC CAP STAMPED, "RPLS 5544", IN THE WESTERLY R-O-W LINE OF PECAN STREET, A 60 FEET WIDE R-O-W; THENCE SOUTH 30000'00" EAST WITH SAID PECAN STREET A DISTANCE OF 1020.98 FEET TO A 1/2 INCH IRON ROD FOUND WITH A PLASTIC CAP STAMPED, "RPLS 5544" FOR CORNER; THENCE SOUTH 37016'00" EAST A DISTANCE OF 49.55 FEET TO A 1/2 INCH IRON ROD FOUND WITH A PLASTIC CAP STAMPED, "RPLS 5544"; THENCE SOUTH 30038'00" EAST A DISTANCE OF 50.00 FEET TO A 1/2 INCH IRON ROD FOUND WITH A PLASTIC CAP STAMPED, "RPLS 5544"; THENCE SOUTH 00036'00" EAST A DISTANCE OF 185.70 FEET TO A 1/2 INCH IRON ROD FOUND WITH A PLASTIC CAP STAMPED, "RPLS 5544'; THENCE NORTH 89022'00" EAST A DISTANCE OF 100.00 FEET TO A 1/2 INCH IRON ROD FOUND WITH A PLASTIC CAP STAMPED, "RPLS 5544"; THENCE SOUTH 32040'00" EAST A DISTANCE OF 94.30 FEET TO A 1/2 INCH IRON ROD FOUND WITH A PLASTIC CAP STAMPED, "RPLS 5544"; THENCE SOUTH 00038'00" EAST A DISTANCE OF 232.00 FEET TO A 1/2 INCH IRON ROD FOUND WITH A PLASTIC CAP STAMPED, "RPLS 5544'; THENCE NORTH 89044'00" EAST A DISTANCE OF 33.00 FEET TO A 1/2 INCH IRON ROD FOUND WITH A PLASTIC CAP STAMPED, "RPLS 5544"; THENCE SOUTH 00016'00" EAST A DISTANCE OF 173.86 FEET TO A 1/2 INCH IRON ROD FOUND WITH A PLASTIC CAP STAMPED, "RPLS 5544'; THENCE SOUTH 60000'00" WEST A DISTANCE OF 625.93 FEET TO A CONCRETE MONUMENT FOUND; THENCE NORTH 30000'00" WEST AT 574.81 FEET PASS A CONCRETE MONUMENT FOUND IN THE SOUTHERLY R-O-W LINE OF FOURTH STREET, A 60 FEET WIDE R-O-W, AT 634.81 FEET PASS THE NORTHERLY R-O-W LINE OF SAID FOURTH STREET AND THE EASTERLY CORNER OF LOT 2, BLOCK AR OF THE AFORESAID UNION LAND COMPANY'S ADDITION, AT 884.80 FEET PASS A PK NAIL FOUND WITH A WASHER STAMPED, "RPLS 5544" FOR THE EASTERLY CORNER OF LOT 1 OF SAID BLOCK AR, AT 1109.80 FEET PASS A PK NAIL FOUND WITH A WASHER STAMPED, "RPLS 5544", FOR THE NORTHERLY CORNER OF SAID LOT 1, CONTINUING IN ALL 1294.73 FEET TO A 1/2 INCH IRON ROD FOUND WITH A PLASTIC CAP STAMPED, "RPLS 5544"; THENCE SOUTH 60000'00" WEST WITH SAID FIFTH STREET, A DISTANCE OF 200.00 FEET TO THE INTERSECTION OF SAID FIFTH STREET AND THE NORTHERLY R-O-W LINE OF THE AFORESAID COMMERCE STREET; THENCE NORTH 30000'22" WEST WITH SAID COMMERCE STREET, A DISTANCE OF 499.95 FEET TO THE POINT OF BEGINNING AND CONTAINING 33.994 ACRES OF LAND, MORE OR LESS. TRACT 2 BEING ALL OF LOTS 11-14, BLOCK 232,NORTH FORT WORTH ADDITION, AN ADDITION TO THE CITY OF FT. WORTH, TARRANT COUNTY, TEXAS, AS RECORDED IN VOLUME 204-A, PAGE 117, PLAT RECORDS, TARRANT COUNTY, TEXAS, ALSO BEING A PORTION OF A 10 FEET WIDE ALLEYWAY VACATED BY CITY OF FORT WORTH ORDINANCE NO. 2092 AND RECORDED IN VOLUME 1447, PAGE 505, DEED RECORDS, TARRANT COUNTY, TEXAS,AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: COMMENCING AT A 1/2 INCH IRON ROD FOUND WITH A PLASTIC CAP STAMPED, "RPLS 5544" FOR THE MOST SOUTHERLY CORNER OF LOT 1, BLOCK 2, LAGRAVE ADDITION, AN ADDITION TO THE CITY FORT WORTH, TARRANT COUNTY, TEXAS, AS RECORDED IN CABINET A, SLIDE 10157, PLAT RECORDS, TARRANT COUNTY, TEXAS, SAID IRON ROD ALSO BEING IN THE EASTERLY RIGHT OF WAY(R-O-W)LINE OF JONES STREET,A 60 FEET WIDE R-O-W; THENCE SOUTH 60000'00" WEST, LEAVING SAID BLOCK 2 A DISTANCE OF 60.00 FEET TO A PK NAIL FOUND WITH A WASHER STAMPED, "RPLS 5544" FOR THE POINT OF BEGINNING OF THE HEREIN DESCRIBED TRACT OF LAND, SAID PK NAIL ALSO BEING IN THE WESTERLY R-O-W LINE OF SAID JONES STREET, SAID IRON ROD ALSO BEING THE EASTERLY CORNER OF AFORESAID LOT 14; THENCE SOUTH 60000'00" WEST WITH THE SAID LOT 14 AND AFORESAID LOT 11 A DISTANCE OF 200.00 FEET TO A PK NAIL FOUND WITH A WASHER STAMPED, "RPLS 5544" FOR THE SOUTHERLY CORNER OF THE SAID LOT 11, SAID PK NAIL ALSO BEING IN THE EASTERLY R-O-W LINE OF CALHOUN STREET,A 70 FEET WIDE R-O-W; THENCE NORTH 30000'00" WEST WITH SAID EASTERLY R-O-W LINE A DISTANCE OF 100.00 FEET TO A PK NAIL FOUND WITH A WASHER STAMPED, "RPLS 5544" FOR THE WESTERLY CORNER OF AFORESAID LOT 12, SAID PK NAIL BEING AT THE INTERSECTION OF SAID EASTERLY R-O-W LINE AND THE SOUTHERLY R-O-W LINE OF SIXTH STREET, A 60 FEET WIDE R-O-W; THENCE NORTH 60000'00" EAST WITH SAID SOUTHERLY R-O-W LINE A DISTANCE OF 200.00 FEET TO A PK NAIL FOUND WITH A WASHER STAMPED, "RPLS 5544" FOR THE NORTHERLY CORNER OF THE AFORESAID LOT 13, SAID PK NAIL ALSO BEING AT THE INTERSECTION OF SAID SOUTHERLY R-O-W LINE AND THE WESTERLY R-O-W LINE OF THE AFORESAID JONES STREET; THENCE SOUTH 30000'00" EAST WITH SAID WESTERLY R-O-W LINE A DISTANCE OF 100.00 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.459 ACRES OF LAND, MORE OR LESS. TRACT 3 BEING ALL OF LOT 1, BLOCK A-R, UNION LAND COMPANY'S ADDITION, AN ADDITION TO THEZE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, ACCORDING TO THE PLAT RECORDED IN VOLUME 388-142, PAGE 18, PLAT RECORDS, TARRANT COUNTY, TEXAS, (P.R.T.C.T.), SAID LOT 1 BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: COMMENCING AT A 5/8 INCH IRON ROD FOUND AT THE INTERSECTION OF THE NORTHERLY RIGHT OF WAY (R-O-W) LINE OF FIFTH STREET AND THE EASTERLY R-O-W LINE OF NORTH COMMERCE STREET, SAID IRON ROD BEING THE SOUTHWESTERLY CORNER OF LOT 1, BLOCK 20, NORTH FORT WORTH ADDITION, AN ADDITION TO THE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, AS RECORDED IN VOLUME 204 A, PAGE 117, P.R.T.C.T.; THENCE SOUTH 30000'00" EAST, ALONG THE EASTERLY RIGHT OF WAY LINE OF SAID COMMERCE STREET A DISTANCE OF 185.00 FEET TO A PK NAIL FOUND WITH A WASHER STAMPED, "RPLS 5544" FOR THE POINT OF BEGINNING FOR THE HEREIN DESCRIBED LOT 1; THENCE NORTH 60000'00" EAST, LEAVING SAID RIGHT OF WAY LINE A DISTANCE OF 200.00 FEET TO A PK NAIL FOUND WITH A WASHER STAMPED, "RPLS 5544", IN THE WESTERLY R-O-W LINE OF CALHOUN STREET; THENCE SOUTH 30000'00" EAST, ALONG SAID RIGHT OF WAY A DISTANCE OF 225.00 FEET TO A PK NAIL FOUND WITH A WASHER STAMPED, "RPLS 5544"; THENCE SOUTH 60000'00" WEST, LEAVING SAID RIGHT OF WAY LINE A DISTANCE OF 80.00 FEET TO A PK NAIL FOUND WITH A WASHER STAMPED, "RPLS 5544'; THENCE SOUTH 30000'00" EAST A DISTANCE OF 250.00 FEET TO A PK NAIL FOUND WITH A WASHER STAMPED, "RPLS 5544"FOR THE SOUTHEASTERLY CORNER OF SAID LOT 1, SAID NAIL BEING IN THE NORTHERLY R-O-W LINE OF FOURTH STREET; THENCE SOUTH 60000'00" WEST ALONG SAID R-O-W LINE, A DISTANCE OF 25.00 FEET TO A PK NAIL FOUND WITH A WASHER STAMPED, "RPLS 5544"; THENCE NORTH 30000'00" WEST A DISTANCE OF 12.00 FEET TO A PK NAIL FOUND WITH A WASHER STAMPED, "RPLS 5544"; THENCE SOUTH 60000'00" WEST A DISTANCE OF 12.00 FEET TO A PK NAIL FOUND WITH A WASHER STAMPED, "RPLS 5544"; THENCE SOUTH 30000'00" EAST A DISTANCE OF 12.00 FEET TO A PK NAIL FOUND WITH A WASHER STAMPED, "RPLS 5544"; THENCE SOUTH 30000'00" WEST WITH SAID NORTHERLY R-O-W LINE, A DISTANCE OF 83.00 FEET TO A PK NAIL FOUND WITH A WASHER STAMPED, "RPLS 5544" FOR THE SOUTHWESTERLY CORNER OF SAID LOT 1, SAID NAIL BEING AT THE INTERSECTION OF SAID NORTHERLY R-O-W LINE AND THE EASTERLY R-O-W LINE OF THE AFORESAID NORTH COMMERCE STREET; THENCE NORTH 30000'00" WEST, ALONG SAID EASTERLY R-O-W, A DISTANCE OF 475.00 FEET TO THE POINT OF BEGINNING AND CONTAINING 1.718 ACRES OF LAND, MORE OR LESS. EXHIBIT B DRILL SITE PROPERTY LEGAL DESCRIPTION BEING A PORTION OF THAT CERTAIN TRACT OF LAND SITUATED IN THE A. GOUEHENANT SURVEY, ABSTRACT NO. 582 AND THE N. BAUGH SURVEY, ABSTRACT NO. 106, TARRANT COUNTY, TEXAS, AS CONVEYED TO THE CITY OF FORT WORTH IN VOLUME 15292, PAGE 209, DEED RECORDS, TARRANT COUNTY, TEXAS (D.R.T.C.T.), SAID PORTION BEING LOTS 1-10, 29-32 and A PORTION OF LOTS 23-28, BLOCK 1, A PORTION OF LOTS 1-4, BLOCK 2, INDUSTRIAL ADDITION, AN ADDITION TO THE CITY OF FORT WORTH AS RECORDED IN VOLUME 204, PAGE 101, PLAT RECORDS, TARRANT COUNTY, TEXAS (P.R.T.C.T.), A PORTION OF LOTS 1-8, ALL OF LOTS 9-10, BLOCK E, A PORTION OF LOTS I-3 BLOCK F, THE UNION LAND COMPANY'S INDUSTRIAL ADDITION, AN ADDITION TO THE CITY OF FORT WORTH AS RECORDED IN VOLUME 308, PAGE 75, P.R.T.C.T., A PORTION OF KING STREET, A 80 FEET RIGHT OF WAY (R-O-W), A PORTION OF FOURTH STREET, A 60 FEET R-O-W, A PORTION OF DAVIS STREET, A 50 FEET R-O-W, AND A PORTION OF THIRD STREET, A 60 FEET R-O-W, ALL VACATED BY CITY ORDINANCE #2336, AS RECORDED IN VOLUME 2063, PAGE 112, D.R.T.C.T., SAID PORTION BEING MORE PARTICULARLY DESCRIBED, BY METES AND BOUNDS, AS FOLLOWS: BEGINNING AT A 1/2 INCH IRON ROD FOUND BEING THE MOST SOUTHEASTERLY CORNER OF SAID TRACT 1; THENCE SOUTH 60000'00" WEST A DISTANCE OF 625.93 FEET TO A FOUND CONCRETE MONUMENT; THENCE NORTH 30000'00" WEST A DISTANCE OF 436.48 FEET TO A 1/2 INCH IRON ROD SET WITH A PLASTIC CAP STAMPED, "RPLS 5544"; THENCE NORTH 60000'00" EAST A DISTANCE OF 794.16 FEET TO A 1/2 INCH IRON ROD SET WITH A PLASTIC CAP STAMPED, "RPLS 5544"; THENCE SOUTH 32040'00" EAST, A DISTANCE OF 67.03 FEET TO 1/2 INCH IRON ROD FOUND WITH A PLASTIC CAP STAMPED, "RPLS 5544"; THENCE SOUTH 00038'00" EAST A DISTANCE OF 232.00 FEET TO A 1/2 INCH IRON ROD FOUND WITH A PLASTIC CAP STAMPED, "RPLS 5544"; THENCE NORTH 89044'00" EAST A DISTANCE OF 33.00 FEET TO A 1/2 INCH IRON ROD FOUND WITH A PLASTIC CAP STAMPED, "RPLS 5544"; THENCE SOUTH 000 16'00" EAST A DISTANCE OF 173.86 TO THE POINT OF BEGINNING AND CONTAINING 7.241 ACRES OF LAND, MORE OR LESS. EXHIBIT C TERM SHEET FOR MINERAL INTEREST JOINT VENTURE CONTRACT BETWEEN BLG AND THE CITY 1. The parties to this Mineral Interest Joint Venture Contract will be BLG and the City. The number of parties in the unit may be expanded, via the Secondary Mineral Interest Joint Venture Contract described at Exhibit D, upon the joint agreement of BLG and the City, to at least include Tarrant County, Tarrant County College, and the Tarrant Regional Water District. 2. Under the Mineral Interest Joint Venture Contract, City and BLG shall have joint control with regard to Joint Venture decisions, including but not limited to mineral leasing decisions and the right to select the Operator via the Request for Proposal process (described above). 3. The Request for Proposal with regard to this Mineral Interests Joint Venture Contract shall require that the parties to the Mineral Interest Joint Venture Contract receive a minimum royalty payment of 28% and a minimum lease bonus of$10,000.00 per mineral acre, unless otherwise agreed to by the City and BLG. EXHIBIT D TERM SHEET FOR SECONDARY MINERAL INTEREST JOINT VENTURE CONTRACT BETWEEN PARTIES OTHER THAN BLG AND THE CITY 1. The initial parties to this Secondary Mineral Interest Joint Venture Contract will be BLG and the City and, upon the joint agreement of BLG and the City, other parties including, but not limited to, Tarrant County, Tarrant County College, and the Tarrant Regional Water District, may be included. 2. Under the Mineral Interest Joint Venture Contract, City and BLG shall have joint control with regard to Joint Venture decisions, including but not limited to mineral leasing decisions and the right to select the Operator via the Request for Proposal process (described above). 3. The Request for Proposal with regard to this Mineral Interests Joint Venture Contract shall require that the parties to the Mineral Interest Joint Venture Contract receive a minimum royalty payment of 25% and a minimum lease bonus of$10,000.00 per mineral acre, unless otherwise agreed to by the City and BLG. The parties to this Secondary Mineral Interest Joint Venture Agreement (save and except BLG and the City) shall not be entitle to an overriding royalty, nor will said parties share in any amounts payable to City and BLG in connection with the Drill Site Property. EXHIBIT E Continuing Agreement 13a -ao R1ti7CFM—l)OC42317-11s1 _ CiTyy�SS�� AARlf('. CO ACT W. r-1,13n P"A It. 13 CONTINUING AGREEMENT � •rn ,I l;r V THE STATE OF TEXAS § COUNTY OF TARRANT § r�. '} This Continuing Agreement("Agreement")is made as of the day of November,2001, by and between Cytec Industries Inc.,a Delaware corporation("Seller")and The City ofFort Worth, ? Texas ("Purchaser")(Seller and Purchaser are referred to herein individually as a "Party" and collectively as the"Parties"). WHEREAS,James W.Schell,Trustee, his successors and assigns("Schell"),and Seller () entered into an agreement to purchase and sell approximately 33.978 acres of land situated in Fort 'L Worth,Tarrant County,Texas,described in Exhibit A attached hereto and made a part hereof for all purpases(the"Property"),by an Agreement to Sell and Purchase dated October 17,2000,and by a First Amendment to Agreement to Sell and purchase dated November 14,2000,and by a Second Amendment to Agreement to Sell and Purchase dated January , 2001, and by a Third Amendment to Agreement to Sell and Purchase dated October ,2001 (as amended,the"Sell and Purchase Agreement");and N'VHEREAS,the Sell and Purchase Agreement was assigned by Schell to Purchaser,and Purchaser assumed the Sell and Purchase.Agreement by Assignment of Real Estate Contract dated November 7,2000;and WHEREAS, a.portion of the Property is subject to an agreed order between the Texas Natural Resource Conservation Commission ("TNRCC'), Felton Havins,.Sr., TeehniCoat, Inc. ("TechniCoat"),and Seller dated August 19,1991,and amended in June 1999,regarding that portion of the Property forrllerly leased to TecliniCont(the"Agreed Order');and WHEREAS,there exist certain contaminants at the Property due to the historical operations that will require.additional investigative studies and final remedial measures acceptable to the Texas Natural Resource Conservation Commission("TNRCC");and ,WHEREAS, Purchaser has joined Seller as a co-applicant.under the Voluntary Cleanup Program("VCP")to address the environmental conditions at the Property by filing with the TNRCC an application and a VCP agreement;and WHEREAS, the Sell and Purchase Agreement provides that upon the Closing of this transaction(herein called the"Closing")Seller and Purchaser shall execute a continuing agreement establishing Seller's right after Closing to'reasonable access to the Property for the purpose of conducting the investigation and monitoring the remediation of environmental conditions at the Property and otherwise insuring that the covenants and obligations of Seller and Purchaser survive Closing;and 019191 009458 Awin 166403,12 -1- i . 16 ON kit 1 .•-sir WHEREAS, Purchaser and Seller desire to enter into this Agreement to satisfy the .� requirement of the Selland Purchase Agreement for a continuing agreement and to establish Seller's Ay and Purchasers rights and obligations after Closing; 4) NOW,THEREFORE, for valuable consideration,Purchaser and Seller agree as follows: ' 1. Tennination of the Agreed Order, Seller will cooperate with Purchaser in obtaining %3 the termination of the Agreed Order. �3 2. Property Conditions. The Property was utilized in the past for industrial.operations, t including the management curd disposal of waste materials, which have created environmental conditions present in soil and groundwater that are the subject of deed recordations on the property, r Purchaser acknowledges that Seller has advised it of the presence of contaminants on the Property. r- 3. Site Development Plan. The site development plan for the Property approved by Seller at Closing(the"Site Development Platt")is attached hereto as Exhibit 0 and made a part hereof for all purposes. Any amendment to the Site Development Plan must be approved in writing by Seller. The Site Development Plan and any amendments thereto shall comply with the restrictions in Paragraph 4 of this Agreement, and to the extent feasible, shall be designed to incorporate construction activities that are consistent with the remedial measures required for the Property by the TNRCC under the VCP. Specifically,areas requiring capping will be paved or upgraded to satisfy the requirements of the TNRCC and buried materials will not be disturbed. 4. Future Use. The Property shall remain subject to the following use restrictions,which shall be recorded in a restrictive covenant running with the land: 1) no use of the.groundwater beneath the Property;2)no residential use of the Property;and 3)the use of the Property will be limited to commercial or industrial uses or to specific uses defined in the Site Development Plan approved by Seller. 5. PayMent of Past Groundwater SamplijIS Costs. In accordance with the Second Amendment to the Sell and Purchase Agreement, Purchaser shall pay Seller the.amount of $25,653.28 at Closing for costs associated with groundwater sampling at the Property conducted by Seller's representative at the request of Purchaser. These costs are part of the Purchasers due diligence and are not to be paid from Ilia Site Investigation Funds described in Paragraph 7 of ibis Agreaniont. G. Site Investigation. Seller or its designated representative shall conduct any further investigation of the. Property conditions required by the TNRCC under the VCP ("Site Investigation"). Seller's designated representative shall be subject to Purchaser's approval,such approval shall not be unreasonably withheld or delayed;however,if Seller chooses a designated. representative that does not have an office, in the Dallasll;ort Worth Metroplex area, and the representative must travel more than forty (40) miles-to (lie Property, the amount for "travel expenses" (including but not limited to costs for meals, travel, travel tine and lodging)of-the designated representative that are reimbursable From Silo Investigation Funds shall be limited to 019291009458 Austin 16005.12 -2- i 1:7W,AramrsBw.rJ.c:.,r+:u.1....«...»w...�...r.-.........-....._�..-.__�.......:::�.r:+w:ir+wa .. ...____.............. .�.-..- $3.000. Any amount for travel expenses exceeding$3,000 shall be paid by(he Seller and shall not be reimbursable from Site Investigation Funds. The Site Investigation shall begin at Closing. The Site Investigation phase,as to a particular portion of the Property(for surface conditions only)or for a particular media(t.e.,soils or groundwater),shall end upon a determination by the VCP project •�3 manager that the investigation of that particular portion or media is complete and approval of the proposed remedy for that portion or media. 7. Payment ofSite Investigation Costs.-Purchaser shall pay for Site Investigation from the following funds(referred to collectively herein as"Site Investigation Funds"):1)an amount not to exceed $400,000 from the fiends of the Purchaser, and 2) available government grants or assistance, which Purchaser agrees to pursue diligently. For payment of costs for the Site ;) Investigation, Seller's dasignatcd representative conducting the Site Investigation shall submit to Seller for its approval an invoice that describes the Site Investigation services rendered,including the name of the person and/or subcontractor performing such services,the time spent performing such services,and the expenses incurred performing such services. Invoices approved by Seller shall be submitted to Purchaser for payment. Purchaser shall deliver said payment by check directly to Sellers representative within thirty (30)days alter Purchaser's actual receipt of an invoice from Seller,provided,however,that if any amounts due from Purchaser are not paid within thirty(30) days of actual receipt of an invoice from Selicrand such charges are not objected to by Purchaser as provided below, Seller may charge Purchaser a late payment charge of up to one and one=half percent(1.501a)per month on the past due balance, not to exceed the legal maximum(the "Late Payment Charge"). if Purchaser in good faith objects to all or any portion of any invoice,it shall so notify Seller within fifteen(15)days from the date of Purchaser's actual receipt of the invoice from Seiler, and Purchaser shall timely pay that portion of the invoice not in dispute. The Parties shall immediately make every effort to settle the disputed portion of the invoice. In the event that the Parties are unable to settle a disputed portion of an invoice,such disputed portion shall be resolved through arbitration in accordance with Paragraph 18 of this Agreement. In the even(that Purchaser disputes any amounts presented on a invoice from Seller and anyportion of the disputed amounts are later deemed to be properly payable by Purchaser,either through settlement Mite Parties'orthrough arbitration,such amounts deemed properly payable shall be subject to the Late Payment Charge described in this Paragraph. Costs incurred by Purchaser as part'of its due diligence before Closing are not costs for Site Investigation and such costs are not eligible forpayment from'Site Investigation Funds or front the Remediation funds described in Paragraph 10 of this Agreement. f( 8. Investigative Studies. Seller shall share the results•of any invesligative studies generated as a result of the Site Investigation with Purchaser within ten days of receipt of results of �. any investigative studies. 9. Necessary Remediation. Purchaser agrees to seek approval from the TNRCC of the least costly remedial alternative consistent with the intended future use of the Property and the risk based cleanup criteria applicable to the Property under the VCP required by the T NRCCto obtain a Certificate of Completion under the VCP("Necessary Remediation"); Purchaser or Rfi` rsignato representative shall conduct the Necessary Remediation. Purchaser's designated represchtalive shalt t be subject to Seller's approval, such approval shall not be unreasonably witltheld•or delayed, { t J� 019291 009459 Austin 16WSAI -3- } r • 1i I �1 i Purchaser shad provide Seller information concerning the design and implementation of remedial �l measures and the results from any monitoring conducted on the Property. Seller shalt have the f� opportunity to continent on documents in accordance with Paragraph lA of this Agreement. F4 {} 10. Payment of Necessary Remediation Costs. Purchaser shall pay for any and all i Necessary Remediation at the Property,including the monitoring of groundwater quality,from the 1�7 following funds(referred to collectively herein as"Remediation Funds"). 1)any remaining Site Investigation Funds aftercomirlerion of the Site Investigation;2)funds ofPurchaser in an additional amount not to exceed $900,000; and 3) any available government grants or assistance, which Purchaser agrees to pursue diligently. The cost of any remedial measures beyond those comprising Necessary Remediation shall be the sole responsibility of Purchaser and shall not be chargeable } against the Remediation Funds. Purchaser shall provide Seller with copies ofinvoices describing the services for which Purchaser seeks payment from Remediation Funds no less than thirty(30)days a.y before such services are paid from Remediation Funds. If Seller objects to all or any portion of any invoice on the basis that it is not eligible for payment from Remediation Funds,Seller shall so notify Purchaser within fifteen-(IS) days from the date of Seller's actual receipt of-the invoice, and Purchaser shall seek payment of that portion of the invoice not in dispute for remedialion. The Parties shall immediately make every effort to settle the disputed portion of the invoice. In the event that the Parties are unable to settle a disputed portion of an invoice,such disputed portion shall be resolved through arbitration In accordance with Paragraph 18 of this Agreement. In the event that Seller disputes any amounts presented on an invoice from Purchaser and any portion of the disputed amounts are later deemed to be properly payable byRemedistion Funds,either through settlement of the Parties or through arbitration,Seller shall be responsible for a Late Payment Charge described in Paragraph 7 of this Agreement. 11. Construction Costs. Costs for components of the Site Development Plan that are accepted by the TNRCC in lieu of remedial measures that would otherwise be required by the TNRCC under the VCP are eligible for payment from Remediation Funds described in Paragraph 10 of this Agreement,provided that such costs do not exceed the cost of the Necessary Remediation avoided. For example, Purchaser may construct a parking lot in lieu of a cap over areas of the Property-for which capping would otherwise be Necessary Remediation. The costs for paving may be paid from Remediation Funds up to the amount that Purchaser would otherwise have incurred for the cap constituting Necessary Remediation,provided that the area ofpaving for which Remediation Funds are sought is no larger than the area requiring a cap. The costs ofparking lot construdion in areas of the Property where capping is not required to satisfy applicable risk based closure standards are not eligible for payment using Remediation Funds. In accordance with Paragraph 10'of this Agreement, Purchaser must submit to Seller adequate documentation to support'its claim for payment of construction costs, including the costs for construction and a supported'estimaterof avoided Necessary Remediation costs. 12. Remediation Cost Cap Insurance. Upon completion of the Site Investigation,the i Parties will purchuse rmediation cost cap insurance in a form acceptable to bolli'Seller and Purchaser, and identifying botlr Seller and Purchaser as insureds, to cover costs for Necessary Remediation at the Property in the event that Remediation Funds are exhausted.-One-halfof the cost 0192-9100 5B Auun 166405_12 -4- i i 1 i r s of the remediation cost cap insurance policy up to a maximum of S25,000 shall be paid from wb Remiliation Funds. Purchaser shall be solely responsible for funding all remaining costs of the s� policy from other sources, r, t) 13. Prouerty Access. Seller shall have reasonable access to the Property as is necessary �., for the purpose of conducting the Site Investigation and for monitoring the remediation of { renvironnicnial conditions. In cooperation with the Purchaser,any subsquent owner ofthe Property, or lessee, Seller shall establish an access schedule that assures efficient performance of the work required by the VCP and does not interfere with the scheduled events at the Property. 4� 14, Opportunity to Comment. Each Party shall provide the other with reasonable (3 opportunity of at least ten(10)business days from receipt of the draft to review and comment on dratls of all documents pertaining to lire Property or the Site Investigation or remediation of conditions oil the Property to be submitted to the TNRCC or other governmental agencies, before such documents are submitted to the agency.•if a Party in good faith objects to the submission of a document,the Panics shall immediately make every effort to resolve the issue before the document is submitted to the agency. If necessary,the Parties shall seek an extension to any applicable tiling deadline to nflow resolution of(lie dispute. 15. INDEMNIFICATION, TO THE EXTENT ALLOWED BY LAW,PURCHASER SHALL INDEMNIFY,DEFEND,AND HOLD HARMLESS SELLER AND ITS DIRECTORS, OFFICERS,EMPLOYEES, PARTNERS,SHAREHOLDERS,SUCCESSORS;AND ASSIGNS FROM AND AGAINST ANY AND ALL LAWSUITS, CLAIMS, LIABILITIES, ACTIONS, CAUSES OF ACTION, DEMANDS, LOSSES, DAMAGES, FORFEITURES, PENALTIES, FINES, COSTS AND EXPENSES, INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS'FEES AND EXPENSES(COLLECTIVELY,"LIABILITIES")TO THE EXTENT THE SAME ARISE FROM THE PERFORMANCE OF THE REMEDIAL MEASURES, INCLUDING THE ADEQUACY OF SUCH REMEDIAL MEASURES TO PROTECT HUMAN HEALTH'AND THE ENVIRONMENT,OR THE DEVELOPMENT OF THE PROPERTY BY THE PURCHASER, ITS EMPLOYEES, AGENTS, AFFILIATES, CONTRACTORS/SUBCONTRACTORS,OR ANY THIRD PARTY. NOTHING CONTAINED HEREIN SHALL EVER BE CONSTRUED SO AS TO REQUIRE PURCHASER TO ASSESS, LEVY AND COLLECT ANY TAX TO FUND ITS OBLIGATIONS UNDER THIS SECTION. PURCHASER SHALL REQUIRE ANY THIRD PARTY, INCLUDING ANY DEVELOPER, THAT PERFORMS REMEDIAL MEASURES OR DEVELOPS THE PROPERTY TO ACKNOWLEDGE THE ENVIRONMENTAL CONDITIONS ON THE PROPERTY AND TO INDEMNIFY SELLER FOR ANY.LIABILITIES ARISING FROM THE THIRD-PARTY'S REMEDIAL OR DEVELOPMENT ACTIVITIES, INCLUDING THE ADEQUACY OF PERFORMED REMEDIAL MEASURES TO PROTECT HUMAN HEALTH AND; TEIE ENVIRONMENT,OR THE CONDITIONS AT THE PROPERTY. 16. Notice. Any notice orcornmunication required or permitted hereunder shall be given in writing,sent by(a)personal delivery,or(b)expedited delivery service with proof of delivery,or 019291 009439 Austin 146405.12 -5- 1 i 1 (c) United States mail, postage prepaid,registered or certified mail,or(d)tetecopy, addressed as ;( follows: To Seller: Secretary Cytec Industries Inc. 5 Garret Mountain Plaza West Paterson,New Jersey 07424 ry Copy to: Anton C.Marck 'y Cytec Industries Inc. 5 Garret Mountain Plaza ^�) West Paterson,New Jersey 07424 } Facsimile No.:(973)5694011 fy ' Thomas A.Waldman, Esq. Legal Department Cytec industries Inc. 5 Garret Mountain"Plaza West Paterson,New Jersey 07424 Facsimile No.:(973)357-3058 James C. Morriss ill Thompson k Knight L.L.P. 98 San Jacinto Blvd.,Suite 1200 Austin,Texas 79701 Facsimile No.:(512)469-6190 To Purchaser. David L. Yett City Attorney City of Fort Worth 1000 Throckmorton Port Worth,Texas 76101 Facsimile No.:(817)871-7600 or to such other address or to the attention of such other person as hereafter shall be designated in writing by the applicable Party sent in accordance herewith. Any such notice or communication shall be deemed to have been given either at the time of personal delivery or,in thercase of delivery service or mail,'as of the date of first attempted delivery at the address and in the manrierprovided herein,or in the case of tetecopy,upon receipt. .i 019291009453 Austin 146403.12 -6- i i lye 17. NO REPRESENTATIONS OR WARRANTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR IN -ANY EXHIBIT ATTACHED HERETO, IT IS UNDERSTOOD AND AGREED THAT THE s� PROPERTY IS BEING SOLD AND CONVEYED HEREUNDER"AS IS"WITH ANY AND ALL {) FAULTS AND LATENT AND PATENT DEFECTS WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY BY SELLER EXCEPT AS EXPRESSLY SET FORTH HEREIN. SELLER HAS NOT MADE AND DOES NOT HEREBY MAKE AND HEREBY } SPECIFICALLY DISCLAIMS (EXCEPT AS EXPRESSLY SET FORTH HEREIN) ANY } REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVER, «� EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY(OTHER THAN SELLER'S SPECIAL WARRANTY OF TITLE CONTAINED IN THE SPECIAL WARRANTY DEED TO BE DELIVERED AT CLOSING), ITS CONDITION(INCLUDING WITHOUT LIMITATION $) ANY REPRESENTATION OR WARRANTY REGARDING QUALITY OF CONSTRUCTION, � STATE OF REPAIR, WORKMANSHIP,MERCHANTABILITY,SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE),ITS COMPLIANCE WITH ENVIRONMENTAL LAWS OR OTHER LAWS,AVAILABILITY OF ACCESS,INGRESS OR EGRESS,INCOME TO HE DERIVED THEREFROM OR EXPENSES TO BE INCURRED WITH RESPECT THERETO, THE OBLIGATIONS,RESPONSIBILITIES OR LIABILITIES OF THE OWNER THEREOF,OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY AND SELLER HEREBY DISCLAIMS AND RENOUNCES ANY OTHER REPRESENTATION OR WARRANTY. PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER IS ENTERING INTO THIS AGREEMENT WITHOUT RELYING(EXCEPT AS EXTRESSLY SET FORTH HEREIN)UPON ANY SUCH REPRESENTATION,WARRANTY,STATEMENT OR OTHER ASSERTION, ORAL OR WRITTEN, MADE BY SELLER OR ANY REPRESENTATIVE OF SELLER OR ANY OTHER PERSON ACTNG OR PURPORTENG TO ACT FOR OR ON BEHALF OF SELLER WITH RESPECT TO THE PROPERTY BUT RATHER IS RELYING UPON ITS OWN EXAMINATION AND INSPECTION OF THE PROPERTY. EXCEPT AS SET FORTH HEREIN, PURCHASER HEREBY RELEASES.AND FOREVER DISCHARGES SELLER FROM ANY AND ALL LIABILITY TO PURCHASER FOR CLAIMS, LOSES,DAMAGES,COSTS,OR EXPENSES OF ANY KIND OR CHARACTER ARISING OUT OF OR RESULTING FROM CONDITIONS EXISTING ON THE PROPERTY PRIOR TO CLOSING. PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE PURCHASER OF REAL ESTATE AND THAT IT IS RELIED SOLELY ON ITS OWN EXPERTISE AND THAT OF ITS CONSULTANTS IN PURCHASING THE PROPERTY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF THIS PARAGRAPH WERE A MATERIAL FACTOR IN THE DETERMINATION OF THE PURCHASE PRICE FOR THE' PROPERTY, 18. Arbitration.- Seller and Purchaser agree that upon the written demand ofeitherParty, whether made before or alter the institution of any legal proceedings,but prior to the rendering of any judgment in that proceeding, all disputes, claims and controversies between them-, whether individual, joint or class in nature, arising from the Agreement, shall be resolved by binding arbitration pursuant to the Commercial Rules of the American Arbitration Association.. Any arbitration proceeding held pursuant to this arbitration provision shall be conducted in the city of 01929100943EAuslin 166405,12 -7- H GAF i Fort Worth,or at any other place selected by mutual agreement of the Parties. Judgment upon any award rendered by any arbitrator may be entered in any court leaving jurisdiction. The stalute,of limitations,estoppel,waiver,lachas and similardoctrines which would otherwise be applicable fn'an action brought by a Party shall be applicable in any arbitration proceeding,and the commencement I # of an arbitration proceeding shall be deemed the commencement of any action for these purposes. � The prevailing Party shall be entitled to receive from the losing Party all court or arbitration costs in connection with said proceeding. The Federal Arbitration Act (Title 9 of the United States Code) � shall apply to the construction,interpretation,and enforcement of this arbitration provision. 77 19. Paragraph Headings. The paragraph headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scopo or meaning of[lie various and t .� several paragraphs hereof. 20, Complete Agreement. This Agreement embodies the complete agreement between the Parties hereto and cannot be varied or terminated except by the written agreement of the Parties. 21, Anplicabili . The terms and provisions ofthis Agreement shall babinding upon and inure to the benefit of the Palsies hereto and their respective heirs, personal representatives, successors and permitted assigns. 22. Time. Time is of the essence of this Agreement 23. Gender and Number. Within this Agreement,words of any gender shall be held and construed to include any other gender,and words in the singular number shall be held and construed to include the plural and words in the plural number shall be held and construed to include the singular,unless the context otherwise requires. 24. Severability. A determination that any provision of this Agreement is unenforceable or invalid shall not affect the enforceability or validity of any other provision hereof and any determination that the application of any provisimi of this Agreement to any person or circumstance is illegal or unenforceable shall not affect life enforceability or validity of such provision as it may apply to any other persons or circumstances, 25. Countefparts. This Agreement maybe executed in any numberofcounterparts with the same effect as ifall Patties hereto had signed the same document. All such counterpads shall be construed together and shall constitute one instrument,but in making proof lfereof it shall only be necessary to produce one such counterpart. 215. Facsimile Execution. The Parties agree that this Agreement may be transmitted between them by facsimile machine. The Parties intend that faxed signatures constitute original signatures and that a faxed agreement containing [lie signatures(original or faxed) of all of the Parties is binding on the Parties. Of9291 009458 Austin 166403.12 -8- 27. APPLICABLE LAW. UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN, THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE ,t LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAWS .j PRINCIPLES. AV 1� IN WITNESS WHEREOF,this Continuing Agreement is uxecuted by Seller and Purchaser j as of the date first above written. CYTEC INDUSTRIES INC.,a Delaware corporation {� BY '-4X 14r-011� ue J.P. Cronin Title Vice President and Chief Financial Officer SELLER THE CITY OF FORT WORTH,TEXAS By Narn 046 d ` -TAO&dAl_ Title PURCHASER ATTEST: w ' City ccrctary APPR ;ED TO FORM AND LEGALITY: Ci Alto Key Contract Authori tion Date 019291 OM59 Austin 16MO5.12 '9- t I. THE STATE OF New JerseX COUNTY OF Passaic T 's instrument was acknowledged before me on November 28 , 2001, by ,3 J.P. .___ ronln Vice Pres. ofCytecIndustries,Inc•,aDelawarecorporation, on behalf of said corporation. j My Commission Expires: Notary Public,State of"8AG14KsK NeW'`J.etsey t Printed/Typed Name ofNotafy., THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on Novealberg 2001,byy /tl orAofcoEl of The City of Fort Worth,Texas, id City. My Commission Expires: Notary Publi ,Stu a of Texas Printed/Typed Name of Notary PAISyCOX Air NOTARY PlAtic ��]* $IBIQ 01 taxes ExP 12-18-2D04 019291009458AUS&166405.12 -to- EX111RIT A Legal'Description of Land .15 All those eertWm tracts or parcels of laud comprising: M d Lots 1 -20, 27- 36, Block 20; Lots 1 - 10, 15.24, Block 232; Lots 1 - 10, 15 - 240 Block 2331 Lots I - 10, 15 - 24, Block 234, NORTH FORT WORTH TOWNSI'ITE � COMPANY'S Subdivision in the City of Fort Worth,Tarrant County,Texas,according to Plat recorded in Volume 204A, Page 117, Deed Records of Tamutt County, Texas; Lots 1 - 10 of an unrecorded Subdivision of a portion of the F. G. 111ULLIKIN.SURVEY, e1 Abstract No. 1046, as described in deed to Ireland IInmj)10u,''frustce, recorded in Volume 1314, Page 154,Deed Records of Tarrant County,Texas; loots 1-8, Block C; Lot 1-6.ae1d a portion of Lot.7, Block D;Lots 1-6,Block B;Lots 1-10, Block. E; Lots I - 4 Block F; and Lots 1-11, Block 'C, the UNION WIND COMPANY INDUSTRIAL ADDITION to the City of Fort Worth,Tarrant County,Texas, according to Plat recorded in Volume 309, Pnge 75, Dead Records of Tarrant County, Texas; Lots 1- 10,Lots 23-32,Block 11 Lots 1 - 10,Block 2,INDUSTRIAL:ADDITION to the City of Forl Warth,Tarrant County,Texas, according to Plat recorded in Volume 204, Page 101, Deed Records of Tarrant Comity; together with portions of streets and alleys closed and abandoned by City of hart Worth Ordinance No. 2336, a certified copy of which is recorded in Volume 2063,Page 112, Deed Records ofTarram County,Texasl Ordinance No.-2092,a cerlified colty of which is recorded In Volume 1447, Page 505,and Ordinance No. 8416(unrecorded); together with n tract of land out of the Felix G. NIULLIK(N SORVEY,Abstract No. 1045, Tarrant County,Texas; SAVE AND EXCEPT THEREFROM that portion described in deed front Anterlean Cyauaudd Contpmiy to Texas Electric Service Company recorded hi Volutue 2570,Page 587, Deed Records of Tarrant County,Texas; Being llte some property conveyed to Cytee lndustties Inc.by that certaui Deed Without Warranty dated as of December 17, 1993,recorded in Vohune 11384,Page 1231,Deed Records of Tarrant County,Texas. Said residue tract being also described by metes and hotrods its followst 819291 009453 DA1.7.1S M1118.5 Page 1 of 2 11 BEGINNING at it concrete ntonunte it in ilia Ensteily h'ne of North .t Conuterce Street, 106 feel Southerly front its intersection milli the 1� Southerly line of North Sixth Street, being ilia Northwest corner of Lot 20 e4 in Block 20 of North Fort Worth and like Northwest corner of said 4} American Cyauantid Company Tract. ' r.. •L THENCE, North 60 degrees East, along the North fine of said tract, 990 afeet to a concrete mostuntesst at the Northeast corner of Lot 15 in Block 234 of said North Fort Worth. b' THENCE,along the Easterly Bite of said tracts South 30 degrees East 1021 (� feet to a concrete monument, and South 37 degrees 25 rlkinutaa East 49- w 55l100 feet to a concrete monument in the middle of file Norilrline of Lot 7 in Block D of Union Land Conipitny'ti Industrial Addition, attd South 30 degree&38 ntitnttes East 50 feet to a concrete Inoniunent W ilia Lest line of said Lot 7, and South no degrees•36 ntlinites Fast 185-7110' feel to a concrete ntonuntent at the Southeast corner of said Lot 7, and North 89 degrees 22 minutes East 100 feet to a conereto mauuntent,and South 32 degrees 40 utinules East 94-3/10 feet to a eoucretti inoininieitt at Ilia Northeast earlier of Lot 10 of Block E of said Union Land Contpany's Industrial Addition, and Solllt no degrees 38 ininute East 232 feet to a concrete nionuuteut, and North 89 degrees 4-1 nihnites East 33 feet to a concrete snonuinent, and South no degrees 16 minutes East, to and along• the Ettet line of Lot 10 in Block I of Industrial Addition, 171-7/10 feet to an iron act for ilia Northeast corner of sold tract conveyed to said'Tcxas Electric Service Company. THENCE South 59 degrees S4 subtutes West, along the North•Ifike of said Texan Electric Service Colitpany tract, 627 feet to aft iron act for a recutrant corner of said tract. THENCE north 30 degrees West,along a Northeasterly line of said iraet,at 29-181100 feet,a Ir cut on a leaning concrete niontunent and coulintting said coutte "long the Westerly Une of said American Cyanamid Company, tract,and fit all 1294.691100 feet to•a-colerete tuotiutneut at the Southeast corner of said Block 20 in North Fort Worth. THENCE South 60'degreca West 200 feet to a concrete nton intent at ilia Southwest cot-nor of said Block 20. THENCE North 30''dcgrees West,'aloag the west Une of said block and a Westerly line of said Anterleau.Cyanamid Conipauy tract, 500 feet to_the Place of Beginning and containing Thirty:Three,and Nine hundred Sevetnty- Eight Oise-Thottsattdibe(33-978/1000)acres,niore or1ess. 019291 0094SS DAIa.AS 136018.3 Page 2 of 2 - - ��, �7i:`:.. _`: :'ti:•. :�. :ice Ft"'. �� 1 �tii {(!C �� tee•. >••i � 1:7�, y.--r.•�� � , S•�?•`,•♦ `_ r'i'},t�'I' J '+ ! ; i U� f# f { ri, !I{, � � i11� � YoyW i� ' __ �' jt))),+ :�,_: 'z..~ �•> '; � � .0��!4#f��#=1#1#i.r1##I�! �!1{I1}�##1(## �1110 :� � Am to !f i r+ •.j' E.�...'• ti- jIi 1 i jJ �Mil, ` r t 1y� {{l' `•= j � �.r f r .af4�_,w.♦ O#IFff 1`!��{ i ###IIl 111141��#IL� IfIIE Al '; }!'mattj '1#E1'f11i�#f1.i ,_;�~:--.'--j .,,,�X .. ' � is •�� ���� ����#��### s���#� 1111#� ��� � 1j `t. .... ' . .. ,' ## {11!tl �fii111###? 11#1!l1 ###t1!EP =� 1:1111�1,1 }11#1# 11 #0}�; I i lum�i*iRowl, lHIH A111 oil `', = = �V 01. 1fi1�)I�##1l rffti l#off li 1f #h 1 Fiffl71pr iT#��111)T��11 )� ;��+T,.� �'i. ,.�..��.»•�:.». ;1H{Fy ill7tNrA�f�.q�4"i". ,�..:�.al:-{' t•'r..,'�;j�'i'•--:_. .. '. _— �— -- 1�.., '�` 55 ! { Y ,'S:I�tff• { f"„ '�� .i .t. S ! =i�i .} S �;• I..�•'s 6':f..#..� •� :j#rti3}:' ,y� ' iL h+rl .�s C«F• r,; _''•, }E ` 3�{:(.:t...l�'Ii. ,}u.�i. •t..,1. r ,'., ` l;: f `,1 ! _'pr.y' 1���222 .,1 ; � � �� ,. ;�i� s. :�t� S..'.�.r�.i t��,�•i: !.� is �-,+—,. 'l• r ,� � - "t` �''�, � {- �I.4.��• ( i. t 1 � �.Li T.-,' {..� .�.�..�,'.! 1�.�'-.4..{,^4'ti. °i.=v-•J n,S�.�r .._.. 1. -..._...__'!}` _.-... .._ ... . . '• t;H.IiWHSC:- .. .,.......'...iFATE�Fi1GHVAY i9�'t !tl�_a=t{+NN•4F>-'_ ice- ! I r.. ,ti�jc•. r., i ,••t tt i .5.•;.[,,,,�w��• Inc y ,�— ter• {. _-. J_ _..'._ •'' --"NO:EXCAVA ION WffHiN LINE--',.AREA WITHOUT: l �lRN f -.. '� _ ;♦ APPROVAL 8Y CT EC. i jr ..... ..... 1 . Cnr�17 ? • `vt--bJ . .v a� i. D201294627 :+ THOMPSON & KNIGHT �3 1700 PACIrTC AVE #3300 DALLAS TX 75201 4693 i� A R N I N G-THIS IS PART OF THE OFFICIAL RECORD--D O N O T D E S T R O Y rb I N D E X E D T A R R A N T C O U N T Y T E X A S S U 2 A N N E H E N Dr� R S O N -- COUNTY CLERK O F F I C I A L R E C E I P T T O: RATTIKIN TITLE CO RECEIPT NO REGISTER R£CD-BY PRINTED DATE TIME 202069831 DR2A LW 11/30/2001 16:13 INSTRUMENT FEECD INDEXED TIME 1 0201294627 DT 20011130 16:13 CK 25206 T O T A L DOCUMENTS: 01 F E E S: 33.00 B Y: ANY PROVISION WHICH RESTRICTS'THE SALE RENTAL OR USE OF THE DESCRIBED REAL PROPERTY' BECAUSE OF COLOR'OR RACE 75 INVALID AND UNENFORCEABLE UNDER FEDERAL LAW. EXHIBIT F Approval from Cytec CYTEC CYTEC ltm WRIES INC. 5 Garret AAasrtarrr Plain West Paterson,NJ 07424 9736694009 July 24, 2007 Mr. Michael A Grange Assistant Director i Environmental Management The City of Fort Worth 1000 Throckmorton Street Fort Worth, TX 76102-6311 Re: Request for Approval of"Site Development Plan"Under Terms of ContinWng Agreement Between Cytec Industries Inc.and The City of Fort Worth Dear Mr. Gauge: Attached please find a counter-signed copy of your letter dated Judy 23,2007 requesting Cytec's written approval of the Revised Site Development Plan which was approved by the City's Zoning Commission on July 11, 2007. If you have any questions,please do not hesitate to contact me. Sincerely, CYTEC INDUSTRIES INC. Anton C. Marek,P.E. Director,Remediation attach. cc: T. Mesevage,Esq.—Cytec E. Boyle-Cytec C. Lopez,Esq.—City of Fort Worth B. Boetner—City of Fort Worth Fort Worth Revised Site Development Plan FORT WORTH Ju y 23,2007 W.Anton C.Marek P.E. Director,Relation Cytec Industries Inc. j 5 Cruet Mountain Plaza r West Paterson,W 07424 I Re- Request for Approval of"Site Development Phm" Under Terms of Continuing Agreement Between Cytec Industries Inc.and The City of Fort worth Dear Mr.Marek: Capitalized terms as used herein as defined as set farth in flu"Contini ft Agreemenr between Cytec Industries Inc. ("Cytec") and The City of Fort Wor81 (the ) the was recorded on November 30,2001 in the Real Property Records of Tarrant County,Texas. This letter requests Cytec's written approval of the attached. Revised Site Development Plan, which was approved by the C1ty's 7xazin Connnission an July 11,M. This Revised Plan will sty and replace the Plan hwhi&d as`ExWt B"to the abovrrrGficrenced Aft. Other than as set for&above,approval by Cytec of the Revised Site Development Flan does.not modify any other term or condition of the Continuing Agreement and the Property shall remain ` subject to the restrictive covenants set forth in the November 28, 2001 Special Warranty Deed pursuant to which the Property was ftmaderred by Cytec to the City of Forth Worth. If the attached Plan-is acceptable to Cytec, please indicate with the appropriate signstan(s) below. This RvvimA Plan wM be sensidered by dw Ghy Geraoil in Ra me&p kl 1—he-anmt IMM weeks, so we would greatly appreciate your prompt attention. As always, please contact us immediately if you have any questions regarding this request- - i M i A. AC8q,TD TO BY: Anton Merek Director,Remediation 716t,Ylv-7 Date Thomas iV immem Beq.,Cyta/ Cbn=Lopes,Be%.City ofFort worth/Brien Boemwr,CFO of Fat woeth A Revind atenevelopffAMPIM-7r W MANAGEMENT DFPAR')ENT Tm Crtr or Fear W=m• M Tmoaummion Smear + Pbffr Wbow,Thus 76102-6311 817-3924M * Fla 817 9* rvNrvvfartvra . Oem t3 PrMW an r«sere naQ i i Former Cytec Property Sub-Areas Drill Site ,L-.,!:. :: ''-.':j.., ',r:1:yi r�'!`C'4�fi!([ •f Rv��tiC: t.. _. >0n t ,t ,ni f� `F. Fs� r°s' ::,� :_;i .:n,:.s. :�^:'r.. '`l":s.,f„ ;?;':.t!^•;;3`� ;.r.•;!c>'-7si:a''�: � ', . .;(;r!k.-�", ,:.�..�. � ,:L•. ct''t ,tip. .y.' 7C::.-:;.. f rr*:r`. .t'. ��K:'':•':S?%. P ':;(4:- ��,,��''•�M :T' "Ft:�:" ,f '��}pt"��t�p y.,�>j"irr •� '•,, i. ..��'' 'S s. �t i:S�/�?��: ..l• .;ri,. -1iry,8.'ff,c4f:. :i'y''.),Y��Yt... �r •S''. ''cif%.%', .y�.,'-' .'��'.�^'Y'.::. a: . ..:..,,. 4..:, :. .:..r.:.:e�r•..,., ....tea;.:.,- o E'.: S\t .Z'i'. 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'����• �•:� �, •wSr:'�;)1;.',yx':q.' r'`n15'':`rh:��it'� ,�.::.�':i. frd .:KY�, ' ¢t,S:.s. •t..i1"�;� dry t ,:.•t,.,.3.'t• rtl,t •a ah tr;3 'i` ✓n t� Y x;.35 n' 2�"':4'r ��,. ! y/s•1,'•,>•,:''a'9,.'�<lZt,.'�`.Iv;�7'f `r�. .'"�'=F�.1;k'.'r.;G•+X'Y',:,s.7.,�:34.�:rt,S`;.r. � :k•, •1+�:<.. .� ,';; _aJ:' ,^i.,.s-j!:�, tci.:.x:.'�::'�'•� e�y::rah... �4+�?�>.�•A,�., VAN Fe of Cy�ec Proaertv Sub-Areas ; M t , A)Commercial SpaceG' :,:......... ... . .... :; N.Main Street B) Commercial Space,Garage :. .:.......:... ... .. .... ... ..... ......,._, : :.:. .. C)Parking, D)Drill Site ° cdec?rllc r�! Site Plan Exhibit _.-.._.,_._....... EXHIBIT G Special Warranty Deed • f j.� fl1lAJi 1t�-LANIL�t/`li]3 . Special Wart•anty Deed `' its 13 THE STATE OF TEXASiiCCLL� �'� t KNOW ALL MEN BY TNESE'�Rh§WWS' 'HAT: COUNTY OF TARRANT § Cylec Industries Inc.,a Delaware corporation (hereinafter called"Grantor"), for and in �) consideration of the sunt of Ten Dollars(S 10.00)and other valuable consideration paid to Grantor by lite City of Fort Worth,Texas(hereinafter called"Grantee"),the receipt and sufficiency of which are hereby acknowledged,does hereby GRANT,SELL, CONVEY,ASSIGN and DELIVER to Grantee the real property(hereinafter called Cite"Larrd")described in Exhibit A. 1 attached herclo and made a part hereof, together will)all right,title and interest of Granlor in and ;! to adjacent streets,alleys and rights-of-way([he Land and all of tine foregoing being hereinafter collectively called the"Property"),subject to(a)[lie encumbrances described in j~Xh''bit B , attached hereto and made a part hereof and(b)the Deed Restriction(hereinafter defined)(the matters listed in clauses(a)and(b)being hereinafter collectively called the"Permitted Etheumbrances"). TO i4AVE AND TO HOLD the herein described property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and its assigns, forever, ' acid Grantor does hereby bind itself and its successors and assigns to warrant and forever defend ail and singular file said premises unto Grantee and its assigns against every person whomsoever lawfully claiming, or fa claim the same, or any part thereofby,through or under Grantor,but not otherwise;subject, however,to the Permitted Encumbrances. Grantee,by its acceptance hereof, covenants and agrees,as a covenant running wills the Property binding upon Grantee and its successors and assigns forever,that the use of the Property shall be restricted in the following manner(the"Deed Restriction"):(F)the groundwater beneath the Property shall not be used for any purpose,except for groundwater mnnitoringlsampling or other measures associated with the environmental investigation and rentediatibn conducted or implemented at the Property;(2)the Property shall not be used rdr residential land use,including but not limited to single family houses,multi-fancily apartments,children's homes,nursing homes, ` residential portions of government-owned lands(local,state,or federal),day care facilities, educational facilities,or hospitals;and(3)use atthe'Properly shall be lim,ited to contrneretal or industrial land uses approved by Cytec industries Inc.or its successors or assigns,or to specific uses defined in a site development plan approved by Cytcc Industries Inc,or its successors or assigns. Gratitor and Grantee stipulate that(a)file Deed Restriction touches and coneencs*the Land;(b)privity of estate exists by reason of ownership of the Properly;(c)notice is given by Filing this instrument in the real property records of the county in which the Property is situated; and(d)(lie Deed Restriction is reasonable,its purpose being for the common benefit of Grantor, Grantee,and the general public,who are afi'ected by the use of the Property. In [lie event of a breach of the Deed Restriction, Grantor or its successors or assigns shall be entitled to equitable relief,including without limitation an injunction against tlhe breach,it being agreed that no adequate remedy exists at law for a breach of ttce Deed Restriction. -1- 0192910994550ALLAS 13MY43-2 1 tt`y �+ IT IS UNDERSTOOD AND AGREED THAT THE PROPERTY IS BEING SOLD + AND CONVEYED HEREUNDER"AS IS"WITH ANY AND ALL FAULTS AND LATENT AND PATENT DEFECTS WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY BY GRANTOR EXCEPT AS EXPRESSLY SET FORTH HEREIN. GRANTOR HAS NOT MADE AND DOES NOT HEREBY MAKE AND HEREBY SPECIFICALLY DISCLAIMS(EXCEPT AS EXPRESSLY SET FORTH HEREIN) ANY (j REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO-rHE PROPERTY(OTHER THAN THE SPECIAL WARRANTY OF TITLE CONTAINED HEREIN), ITS CONDITION (INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY ;a REGARDING QUALITY OF CONSTRUCTION. STATE OF REPAIR, WORKMANSHIP, MERCHANTABILITY, SUITABILITY OR FITNESS FOR ANY PAR,rICULAR PURPOSE), ITS COMPLIANCE WITH ENVIRONMENTAL,LAWS OR OTHER LAB'S, AVAILABILITY OF ACCESS, INGRESS OR EGRESS, INCOME TO BE DERIVED THEREFROM OR EXPENSES TO BE INCURRED WITH RESPECT THERETO,THIS OBLIGATIONS, RESPONSIBILITIES OR LIABILITIES OF THE OWNER THEREOF,OR ANY OTHER MATTER Olt THING RELATING TO OR AFFECTING THE PROPERTY AND GRANTOR HEREBY DISCLAIMS AND RENOUNCES ANY OTHER REPRESENTATION OR WARRANTY. GRANTEE ACKNOWLEDGES AND AGREES THAT IT IS ACCEPTING THIS SPECIAL,WARRANTY DEED WITHOUT RELYING(EXCEPT AS EXPRESSLY SET FORTH HEREIN)UPON ANY SUCH REPRESENTATION.WARRANTY,STATEMENT OR OTHER ASSERTION,ORAL OR WRITTEN, MADE BY GRANTOR OR ANY REPRESENTATIVE OF GRANTOR OR ANY OTHER PERSON ACTING OR PURPORTING TO ACT FOR OR ON BEHALF OF GRANTOR WITH RESPECT TO THE PROPERTY BUT RATHER IS RELYING UPON ITS OWN EXAMINATION AND INSPECTION OF THE PROPERTY. GRANTEE HEREBY RELEASES AND FOREVER DISCHARGES GRANTOR FROM ANY AND ALL LIABILITY TO PURCHASER FOR CLAIMS, LOSES, DAMAGES, COSTS,OR EXPENSES OF ANY KIND OR CHARACTER ARISING OUT OF OR RESULTING FROM CONDITIONS EXISTING ON THE PROPERTY PRIOR TO CLOSING. GRANTEE REPRESENTS THAT IT IS A KNOWLEDGEABLE PURCHASER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF ITS CONSULTANTS IN PURCHASING THE PROPERTY. GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF THIS PARAGRAPH WERE A MATERIAL FACTOR IN THE AT OF THE PURCHASE PRICE FOR THE PROPERTY. Current ad valorem taxes on the herein described property having been prorated,Grantee hereby assumes[lie payment thereof. f Rownhuler of prrga hiteu ea►ul1j,lel?bhurk;sik►rn aiwi followl _y_ 019291 WNW DALLAS 135MY43.2 ia'msa vw iwrs�leiiA<ewi+mv- a , IN WITNESS WHEREOF,this Deed is executed by Grantor and Grantee on thisL t:day of November, 2001. R CYTCC INDUSTRIES INC-..a Delaware , corporation By: _ J 11. mnin, Vice.President and Chief Financial Officer •t� GRANTOR Grantees address is: THE CITY OF FORT WORTH, TEXAS :.; City of fort wont, 1000 Throckmorton By: , Fort Worlh, 'TX 76101 nn : { W ftA5dA) t Attn: Brian Buerner Title:J�4 Am& // GRANTEE THE STATE Of NEW JERSEY COUNTY OF PASSAIC tt This instrument was acknowledged before me on November , 200I, by J.P. Cronin, Vice President and Chief financial Officer of Cylve Industries Inc., a Delaware corporation, on behalf of said corporation_ {„ My Commission Expires: Notary Public,State of New Jersey',; ,, Sa;�k Printed/Typed Name of Notary..�` ,,t '►,, .?�^ THE STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before me on November 1,2001,by of The City 1ortl:, Texas,on behalf of said City. My Commission Expires: Nota Public, State of Texas i Printed�ed N Name of Notary F J;•r""^ PATSYCOX NOTAFIY PUBLIC Slate of Taxes -3- Comm t+ip i2-18.2004 0192V OMSACALLAS 1358742.7 'L Exhibit A K'1 } Legni Description of Ladd r.. 7 -4_ 01929IOMSOPALLA iMT432 d _......._-.._... _ __..._....-... _ ..- ..r.�.r-----...._.�.._.,'_..c•.e..n..-,r_.iw-t�-,w+`!ro Y...:..�•tn�nxw�t:ssvf�f•�<+a!az <wtwr Y Exhibit B ;w Pernlilled Encumbrances z, ,r ;1 F i : I 010201 ON458 CW-ULq 13587432 i ExilfliiT A Legal Description of Laud f;, r �} All those certain tracts or parcels of land comprising- 2. Lola I -20, 27- 36, [hock 20; late I - 10, 15 -24, ]Block 232; Lots 1 - 10, 15 -24, -z Block 233 i Lois I - 10, 15 - 24, ]Block 234, NQI1Tll FORT WORTH TOWNSITE Aw COMPANY'S Snhdivlsion In the City of Fort Womb,Tarrant County,Texas,according to 41 q Plat recorded in Volunte 204A, Page 117, Deed Records of Tarrant County,Texas; Lots 1 - 10 of an unrecorded Sulalivision of a portion of Ilia F. G. MULLIKIN SURVEY, ( Abstract No. 1045, as described in dead to Ireland Hampton, Trustee, recorded fu ( Vohmic 1314, Page 154, Deed Records of'1'arrant County,Texas; Lots 1-8,Block C;Lots I -6 and a portion:of Lot 7, Block D;Lots 1 -6, Block B;Lots 1-10, Block E; Lots 1 - 4 Block F; and Late 1-11, Block G, die UNION LAND COMPANY INDUSTRIAL ADDITION to ilia City of Fort Worth,Tarrant County,Texas, according to Plat recorded in Volume 309, Page 75,-Deed Records of Tarrant County, Texas; Late 1- 10,Lots 23-32, ]dock 1;Loss 1 - 10, Block 2,INDUSTRIAL ADDITION to ilia City of fort Worth,Tarrant County,Texas, according to Plat recorded hi Volume 204, Page 101, Deed Records of Tarrant County; together mith portions of streets and alloys closed and abandoned by City of Fort %lorilt Ordinance No. 2336,a certified copy of wideb is recorded in Volume 2063,Page 112, Deed Records of Tarrant County,Texas;Ordinance No.2092,a certified copy of wbich is recorded in Volume 1447, Page 505, and Ordinance No. 3416(unrecorded); together stith a tract of land out of Ilia Felix G, MULLIKIN SURVEY,Abstract No. 1045, Tarrant County,Tcxast SAVE AND EXCEPT THEREFROM that, portion described in deed from American Cyanantid Company to•Texas Electric Service Company recorded in Volhtnte 2570,Page 587, Deed Records of Tarrant County,Texas; Being ilia same property conveyed to Cytec Industries Inc.-by that certain Deed Without ! Warranty dated as of December 17, 1993,recorded in Volunte 11.384,Page 1231,Deed Records of Tarrant County,Texas. Said residue traet being also described by utctes and bounds as follows: i 019291 009458 axtus isatsta.a Page'1 of 2 i. T i BEGINNING at a concrete montunent in live Easterly lino of North Commerce Street, 100 feet Southerly from its intersection %lilt the Southerly line of North Sixth Street, behtg tale Northwest corner of Lot 20 ill block 20 of Nortlt Fort Worth and the Northwest corner of said Amterican Cyanamid Company Traci. t THENCE, North 60 degrees tenet, along the North Rite of said tract, 990 •� feet to a concrete monument at Jim Northeast corner of Lot 15 ht Block 2311•of said North Fort Worth. THENCE,along Cite Easterly Bite of said tract: South 30 degrees Fast 1021 �) feet to a concrete monument, and South 37 degrees'25 urinates East 49- 551100 feet to a concrete monument in the middle of the-Norilt One of Lot 7 in Block D of Utlloit Land Company's ladustrial Addition, nad Soullt 30 ' degrees 38 ntinutes East 50 feet to a concrete monunteut in the Eust line of said Lot 7, and South no degrees 36 mtinttles East 185-VI0 feel to a concrete nuamintent at the Southeast corner of said Lot 7, and North 89 degrees 22 viduntes East 100 feet to a concrete utonuunent, anti South 32 degrees 40 minutes Enst 94-3110 feet to a concrete m utmcul at the Northeast corner of Lot 10 of Block E or said Union Land Company'e Industrial Addition, and Sualh no degrees 88 minute East 232 feet to a concroto ntonunteut, and North 89 degrees 4-1 ntinutca East 33 feet to a concrete monument, and Soullt uo degrees 16 minutes East, to and along rite East litre of Lot 10 in Block 1 of Industrial Addition, 171=7/10 feet to am Iron act for live Northeast corner of said tract conveyed to said Texas Electric Sertzce Company. THENCE South 59 degrees 50 minutes Weals along the North lisle of said Texas Electric Service Company tract, 627 feel to an iron -act for a reentram center of snit! tract. 'HENCE North 30 degrees Wort,along a Northeasterly-line of said tract,at 29-1 811 00 feet, a"1'°cut on a leaning concrete montunont and continuing said course along lite Westerly line of said American Cyanamid Company tract,and tit all 1294-681100 feet to a concrete monument at the Southeast corner of said Block 20 ins North Fort '91ortlt. THENCE South 60 degrees West 200 fact to a concrete montintent lit file Southwest corner of said Block 20. THENCE'North 30 degrees Nest, along the west lime of'said'block and it Westerly line of said Americmi Cyanamid Company tract, 500 feet to the Place'of Beginning and containing Thirty-Three and Nine lluiulred Sevouty- Eight One-71tousandthi(33-978/1060)acres,more or less. 019291 009456 U1.1JAS 14613102 Page 2 of 2 ^^+`iwr'+.�'✓�M-elt.1^F...::i.:.N�w.+wil.�s:++.ww uN«....vw....:r,Yr.ryyN.f✓ca�tlw+A:�ri .sA - ys - -� li ;i EXIIIRIT B •t Permitted Encumbrances i; I. Standby fees,taxes and assessments by any taxing authorities for the year 2002 and subsequent ; �? years. i , t! r;J 2, Sanitary sciver throughout the property as shown by files ofthe Cityof Fort Wank pages 2048- 9 396 and 2048.400. 3. Rights of owners of existing railroad lines,if any,situated across the subject property. E) 4. Easement dated November 21, 1912,granted to 3ho Fort Worth Power& Light Company, recorded In Volume 410,Page 105,DcW Records of Tarrant County,Texas. 44 5. Easement dated March 7,1914,granted to The Fort Worth Power&L.ight Company.recorded in Volume 373,Page 607,Deed Records of Tarrant Cotusty,Texas. 6. Easement dated December 17, 1914,granted to The Fort Worth Power&Light Company, recorded in Volume 430,Page 105,Deed Records of Tarrant County,Texas. 7. Easement datedOctober 14,1914,granted to Magnolia Petroleum Company,recorded n Volume 431,Page 289,Deed Records of Tarrant County,Texas. 9. Utility casements reserved in City of Dort Wordy Ordinance No 2092,a certified copy of which Is recorded in Volume 1447,Page 505,Deed Records of Tarrant County,Texas. 9. Easement dated February 5, 1953.granted to Tarrant County Water Control and improvement District Number One,recorded in Volume 2545,Page 351,Deed Records ofTamt Cowtly, Texas. 10. Easement dated March10,1954,gnuitedto United GasPipeuric Company,reeordedinVolurne 2688,Page 335,Deed Records of urant County,Texas. 11. Reservation of all uranium,thorium and all other materials pursuant to the Atomic Energy Act of 1946 as reserved in deed recorded in Volume 2063,Page 125,Deed Records,Tarrant County, Texas. 12. Notice of the deposit of solid waste materials affecting the subject•property as set forth in instrument recordedinVollnne 10054,Page 1116;Vokne 10054,Page 1120 inVolum 10054, page 1126,Deed Records,Tarrant County,Texas. 13. Right of the public and others In and to alleys in Blocks 20,233 and 234. NORTH FORT WORTH TOWNSITE COMPANY'S SUBDIVISION,notafFectedby abandonment of"streets and thoroughfares"described by Ordlnaacc No.2336(a certified copy of which is recorded in Volume 2063, Page 112, Deed Records of Tarrant County. Texas),'and therefore not subsequently conveyed by deed recorded in Volume 2063,page 1251 Deed Records of Tarrant County,Texas. 019291 0MJS DALLAS 1IM247.1 Page 1 of 1 r' .�`i,w�iwJ-.M1t•a'.V.wr...iyr..:;.v..iwac#i_..,.r..w..:.r....na,..uY•_:na'..�i ctt:d=:)�114";1:::•:.ate:r:>_.:� ''_ .... � .._......_ ..._ f'. t ' D201294629 j CITY OF FT WORTH h� 1000 THROCKMORTON FT WORTH TX 76101 D A R N I N G-THIS IS PART OF THE OFFICIAL RECORD--D 0 N O T D E S T R O Y I N DEXE D -- TARRANT COUNTY T. E X A S S U Z A N N E H E N D E R S O N --- COUNTY CLERK OFFICIAL R E C E I PT T 0: RATTIKIN TITLE CO RECEIPT NO REGISTER RECD-BY PRINTED DATE TIME 202069833 DR2A LW 11/30/2001 16:13 INSTRUMENT FEECD INDEXED TIME 1 D201294629 DT 20011230 16113 CK 25266 T O T A L DOCUMENTS: 01 F E £ S: 25.00 6 Y.: ANY PROVISION WHICH RESTRICTS THE SALE RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE LS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW. r`-T;cf :I11�