E GUNERI EST. 1901 105 N. 4th Street, P.O. Box 349 Gunter, TX 75058-0349 903-433-5185 Fax: 903-433-8039 AGENDA Gunter City Council Regular Meeting Thursday, March 6, 2025 5:00 p.m. Pursuant to Chapter 551 of the Texas Government Code, notice is hereby given of a Regular Meeting of the City Council of the City of Gunter, Texas to be held on March 6, 2025, at 5:00 p.m., in the Gunter Public Safety Building, located at 105 N. 4th Street, Gunter, Texas, at which time the following will be discussed and considered: Pursuant to Section 551.127, Texas Government Code, one or more Councilmembers or employees may attend this meeting remotely using videoconferencing technology. The video and audio feed of the videoconferencing equipment can be viewed and heard by the public at the address posted above as the location of the meeting. Welcome to the City Council Meeting. Please sign the, Sign-In-Sheet as a record of attendance. Ifyou wish to speak on an open-session agenda item, please fill out the Opinion/Speaker Registration Form and turn it in to the City Secretary before the meeting starts. A card to speak at a public hearing may be submitted any time before the public hearing is closed. CALL TO ORDER REGULAR CITY COUNCIL MEETING [Mayor will call the meeting to order, establish a quorum ifpresent, and declare notice is legally posted pursuant to the Open Meetings Act. During the course ofthe meeting, members ofthe audience wishing to speak must be recognized by the Presiding Officer.) INVOCATION AND PLEDGE OF ALLEGIANCE AGENDA ITEM COMMENTS [The city council allows citizens to speak before an agenda item. Comments must be on topic. Citizens may address the Council for a maximum ofthree minutes. Comments shall be made from the podium. Please state your name and address for the record. The Open Meetings Act Section 551.007 allows, but does not require, the City Council members to respond.] 1. Mayor / Alderman Report: General Notifications, Announcements, Appreciations 2. Planning & Development: Directors Report 3. Director of Parks & Public Services Report: Gunter ISD property acquisition status Grayson County Precinct #1 and #3 Streets Drainage Parks REGULAR AGENDA 4. Discuss, consider, and act upon an Ordinance accepting the City Secretary's Certification ofUnopposed Candidates for the Municipal General Election and authorizing the Order of Cancellation for the Municipal General Election to be held on May 3, 2025. Karen Souther Mayor Alan Richins Alderman Place 2 Wade Burtsfield Alderman Place 4 5. Discuss, consider, and act upon a Resolution of the City Council of the City of Gunter, Texas approving a funding agreement with the Gunter Municipal Development District by which the District will provide funding for the City's purchase of real estate from the Gunter ISD in an amount not to exceed $358,934.00. 6. Discuss, consider, and act upon a Resolution oft the City Council of the City of Gunter, Texas approving the Purchase and Sale Agreement by and between Gunter ISD and the City of Gunter for real property. 7. Discuss, consider, and act upon authorizing staff to review and approve All Plats except Preliminary Plats. 8. Discuss, consider, and act upon authorizing staffto move forward obtaining bids to engage contractual services for the replacement and installation of street poles and signage not to exceed the amount of$10,000 dollars. 9. Discuss, consider, and act upon Consent to Creation of Political Subdivision in the ETJ general know as Greenbrier Hills Municipal Utility District (MUD). 10. Discuss, consider, and act upon accepting a Letter of Resignation from Kristopher Atkinson from EDC and MDD Board Place 4, and appoint new MDD Board Member for Place 4. 11. Discuss, consider, and act upon authorizing staff to move forward with D & M Commercial Leasing for three (3) emergency services vehicles. 12. COUNCIL BUSINESS EXECUTIVE SESSION Pursuant to Chapter 551, Texas Government Code, The Council will convene into executive session (closed meeting) to discuss the following: A. $ 551.071: Consultation with the City Attorney on a matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the Texas Open Meetings Act regarding pending or contemplated litigation; or a settlement offer re: a. BNSF Litigation B. $ 551.074: Consult For the purpose of considering the appointment, employment, evaluation, reassignment, duties, discipline or dismissal of a public officer or employee or to hear complaints or charges against a public officer or employee. a. Employee / Department Review RECONVENE TO OPEN SESSION In accordance with Texas Government Code, Chapter 551, the City Council will reconvene into Open Session to consider action, if any, on matters discussed in Executive Session. 13. Discuss, and take appropriate action on any Executive Session item. ADJOURN I, the undersigned authority, do hereby certify that the above Notice ofCity Council Meeting ofthe City ofGunter, Texas is a true and correct copy of said Notice and that I posted a true and correct copy of said Notice on the window of City Hall of said Gunter, Texas, a place convenient to the public, and said Notice was posted on or before March 3, 2025, at 5:00 p.m. and remained SO posted continuously for at least seventy-two hours immediately preceding the date of said meeting. DAL Detra Gaines, City Secretary Ifduringt the course of the meeting covered by this notice, the City Council should determine that a closed or executive meeting or session oft the City Council or a consultation with the attorney for the City should be held or is required, then such closed or executive meeting or session or consultation with attorney as authorized by the Texas Open Meetings Act, Texas Government Code 551.001 et. seq., will be held by the City Council at the date, hour and place given in this notice as the City Council may conveniently meet in such closed or executive meeting or session or consult with the attorney for the City concerning any and all subjects and for any and all purposes permitted by the Act, including, but not limitedt to, the following sections and purposes: Texas Government Code Section: 551.071 Private consultation with the City's attorney on any item listed on the agenda or authorized by law. 551.072) For the purpose of discussing the purchase, exchange, lease or value ofreal property. 551.073 For the purpose of considering a negotiated contract for aj prospective gift or donation. 551.074 For the purpose of considering the appointment, employment, evaluation, reassignment, duties, discipline or dismissal of a public officer or employee or tol hear complaints or charges against a public officer or employee. 551.076 To consider the deployment, specific occasions for implementation, ofs security personnel or devices. 551.084 For the purpose ofe excluding witnesses during examination of another witness. 551.087 For the purposes of considering economic development negotiations. Persons with disabilities who plan to attend this meeting and who may need assistance should contact Detra Gaines, City Secretary, at (903) 433- 5185 two working days prior to the meeting so that appropriate arrangements can be made. E ny O1 CITY COUNCIL MEETING GUNMERI March 6, 2025 EST.1901 5:00 PM AGENDA ITEM #1 Mayor / Alderman Report: General Notifications, Announcements, Appreciations AGENDA ITEM SUMMARY/BACKGROUND: PRESENTED BY: Karen Souther, Mayor "SUGGESTED MOTION": FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments E TYO CITY COUNCIL MEETING GUNGERI March 6, 2025 EST. 1901 5:00 PM AGENDA ITEM #2 Planning & Development: Directors Report AGENDA: ITEM SUMMARY/BACKGROUND: PRESENTED BY: Karen Souther, Mayor Eric Wilhite, Director of Planning & Development FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments E CyO CITY COUNCIL MEETING GUNGAERI March 6, 2025 EST.1 1901 5:00 PM AGENDA ITEM #3 Director of] Parks & Public Services Report: Gunter ISD property acquisition status Grayson County Precinct #1 and #3 Streets Drainage Parks AGENDA ITEM SUMMARY/BACKGROUND: PRESENTED BY: Karen Souther, Mayor Adam Adams, Director of Parks & Public Services FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments E Ty AR < C CITY COUNCIL MEETING GUNERI March 6, 2025 EST. 1901 5:00 PM AGENDA ITEM #4 Discuss, consider, and act upon an Ordinance accepting the City Secretary's Certification of Unopposed Candidates for the Municipal General Election and authorizing the Order of Cancellation for the Municipal General Election to be held on May 3, 2025. Karen Souther Mayor Alan Richins Alderman Place 2 Wade Burtsfield Alderman Place 4 AGENDA ITEM SUMMARY/BACKGROUND: PRESENTED BY: Karen Souther, Mayor FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments CITY OF GUNTER, TEXAS ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GUNTER, TEXAS, CANCELLING THE GENERAL ELECTION TO BE HELD ON THE 3RD DAY OF MAY, 2025, FOR THE PURPOSE OF ELECTING A MAYOR AND CITY ALDERMEN FOR PLACES 2 AND 4 ON THE CITY COUNCIL OF THE CITY OF GUNTER, TEXAS; DECLARING THAT EACH UNOPPOSED CANDIDATE TO BE ELECTED TO OFFICE; REQUIRING POSTING OF THIS ORDINANCE ON ELECTION DAY AT EACH POLLING PLACE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR A PENALTY FOR VIOLATIONS; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR PUBLICATION IN THE OFFICIAL NEWSPAPER; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on the February 6, 2025, by passage of Resolution No. 2025-02-06-1, the City of Gunter General Election was ordered by the Gunter City Council to be held on May 3, 2025, for the purpose of electing a Mayor and Aldermen for Places 2 and 4 on the City Council; and WHEREAS, the filing deadlines for filing an application for place on the ballot and for declaration of write-in candidacy have passed; and WHEREAS, the City Secretary has certified in writing that no person has made a declaration of write-in candidacy and that each candidate on the ballot for office is unopposed for this election; and WHEREAS, in these circumstances, Chapter 2, Subchapter C of the Texas Election Code authorizes the City Council to declare each unopposed candidate elected to office and to cancel the general election. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GUNTER TEXAS that: SECTION 1. The City Council hereby accepts the Certification of the City Secretary of Unopposed Candidates for the Municipal General Election to be held on May 3, 2025. SECTION 2. The following candidates, who are unopposed for the May 3, 2025, General Election, are hereby declared elected to office and shall be issued Certificates of Election following the time the election would have been canvassed: Karen Souther Mayor Alan Richins Alderman Place 2 Wade Burtsfield Alderman Place 4 City of Gunter Ordinance No. (cgm:2/27/25) Page 1 of2 SECTION 3. The May 3, 2025, General Election for the purpose of electing the Mayor and Aldermen for Places 2 and 4 is hereby cancelled. SECTION 4. The City Secretary is hereby directed to cause a copy ofthis Ordinance to be posted on Election Day at the polling location(s) designated by Resolution No.2025-02-06-1, the, Gunter, Texas 75058. SECTION 5. The recitals contained in the preamble hereof are hereby found to be true and correct, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings oft the City Council. SECTION 6. All Ordinances or parts of Ordinances in force when this Ordinance becomes effective which are inconsistent or in conflict with the terms and provisions contained in this Ordinance are hereby repealed only to the extent of such conflict. SECTION 7. Should any part, sentence or phrase of this Ordinance be determined to be unlawful, void or unenforceable, the validity of the remaining portions of this Ordinance shall not be adversely affected. No portion of this Ordinance shall fail or become inoperative by reason of the invalidity of any other part. All provisions of this Ordinance are declared to be severable. SECTION 8. This Ordinance is effective immediately upon its passage and approval. IT IS ACCORDINGLY soO ORDAINED. DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GUNTER, TEXAS, THE 6 DAY OF March, 2025. AYES NAYS ABSTENTIONS CITY OF GUNTER, TEXAS Karen Souther, Mayor ATTEST: Detra Gaines, City Secretary City of Gunter Ordinance No. (cgm:2/27/25) Page 2 of2 CERTIFICATION OF UNOPPOSED CANDIDATES FOR OTHER POLITICAL SUBDIVISIONS (NOT COUNTY) CERTIFICACION DE CANDIDATOS NO PROPUESTOS PARA OTRAS SUBDIVISIONES POLITICAS (NO DEL CONDADO) To: Presiding Officer of Governing Body Para: Presidente del Consejo de Administracion As the authority responsible for having the official ballot prepared, I hereby certify that the following candidates are unopposed for the election to office for the General Election scheduled to be held on Saturday, May 3, 2025. Como autoridad responsable de tener preparada la boleta oficial, certifico que los siguientes candidatos no tienen oposicion para la especial al cargo para la especial general programada para el sabado 3 de mayo de 2025. List offices and names of candidates: Lista de cargos y nombres de los candidatos: Officels) Cargols) Candidate(s) Candidatols) Place Mayor Karen Souther Place 2 Alan Richins Place 4 Wade Burtsfield Signature (Firma) Detra Gaines Printed name (Nombre en letra de molde) City Secretary Title (Puesto) 9 February 19, 2025 NTER, Date (Fecha) (Seal) (sello) ORDER OF CANCELLATION EJEMPLO DE ORDEN DE CANCELACION The City of Gunter hereby cancels the election scheduled to be held on (officialr name of governing body) May 3. 2025 inaccordance with Section 2.053(a) of the Texas (date on which election was: scheduied to be held) Election Code. The following candidates have been certified as unopposed and are hereby elected as follows: EI ciudad de qunter por la presente cancela la elecci6n que, de lo contrario, (nombre oficlaid de la entldad gobernante) se hubiera celebrado el 30 der mayo de 2025 de conformidad, con (fecha en ques sel hubiera celebrado lae elecc/6n) la Secci6n Z.OS3(a) de/ C6digo de Elecciones de Texas. Los siguientes candidatos han sido certificados como candidatos unicos y por la presente quedan elegidos como se haya indicado ac continuac/6n: Candidate (Candidato) Office Sought (Cargo al que presenta candidatura) Karen Souther Mayor Alan Richins Place 2 Wade Burtsfield Place 4 A copy of this order will be posted on Election Day at each polling place that would have been used in the election. El Dia de las Elecciones se exhibira una copia de esta orden en todas las mesas electora/es que se hubieran utilizado en la elecci6n. President (Presidente) Secretary (Secretario) (seal) (selo) Date of adoption (Fecha de adopciôn) E 1Y7 43 oH CITY COUNCIL MEETING GUNGERI March 6, 2025 EST.1901 5:00 PM AGENDA ITEM #5 Discuss, consider, and act upon a Resolution of the City Council of the City of Gunter, Texas approving a funding agreement with the Gunter Municipal Development District by which the District will provide funding for the City's purchase of real estate from the Gunter ISD in an amount not to exceed $358,934.00. AGENDA ITEM SUMMARYBACKGROIND: PRESENTED BY: Karen Souther, Mayor Courtney Morris, City Attorney FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments CITY OF GUNTER, TEXAS RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GUNTER, TEXAS APPROVING A FUNDING AGREEMENT WITH THE GUNTER MUNICIPAL DEVELOPMENT DISTRICT BY WHICH THE DISTRICT WILL PROVIDE FUNDING FOR THE CITY'S PURCHASE OF REAL ESTATE FROM THE GUNTER INDEPENDENT SCHOOL DISTRICT IN AN AMOUNT NOT TO EXCEED $358,934.00 AND AUTHORIZING THE MAYOR TO EXECUTE SAID FUNDING AGREEMENT; PROVIDING FOR A REPEALING CLAUSE; PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Gunter Municipal Development District ("GMDD") is a special district organized to promote economic grown and development and vested by state law with the authority to fund and undertake projects that support local businesses, create jobs, and attract new investment as authorized through Texas Local Government Code Chapter 377 and Texas Local Government Code sections 505.501 through 505.158; and WHEREAS, the City of Gunter has requested project funding for the purchase of real estate from the Gunter Independent School District which will be held and ultimately developed for facilities to improve the quality oflife offerèd in the City; and WHEREAS, the GMDD Board of Directors and the City Council have determined that the Funding Agreement providing the requested project funding will benefit the District and the District's inhabitants; and WHEREAS, the City Council finds that the expenditure of funds pursuant to the Agreement is authorized by the Act and that the Agreement should be approved; NOW,7 THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GUNTER, TEXAS THAT: SECTION 1. The Funding Agreement between the City of Gunter and the Gunter Municipal Development District, in substantially the form ofthat attached hereto and incorporated herein by this reference as Exhibit "A,"i is hereby approved for provision of funding by GMDD to City in an amount not to exceed $358,934.00 for use in the purchase of real property identified in the Funding Agreement from the Gunter Independent School District. SECTION2. The Mayor or her designee is authorized to execute the Funding Agreement and any other documents necessary or referenced therein on behalf of the City. SECTION 3. All resolutions ofthe City of Gunter heretofore adopted which are in conflict with the provisions of this resolution be, and the same are hereby repealed, and all resolutions of the City not in conflict with the provisions hereof shall remain in full force and effect. SECTION 4. Ifany article, paragraph, subdivision, clause or provision of this resolution, as hereby amended, be adjudged invalid or held unconstitutional for any reason, such judgement orholding shall not affect the validity ofthis Resolution as a whole or any part or provision thereof, as amended hereby, other than the part SO declared to be invalid or unconstitutional. SECTION 5. This resolution shall take effect immediately from and after its passage. DULY PASSED by the City Council ofthe City ofGunter, Texas on the 6th day of March, 2025. APPROVED: Karen Souther, Mayor ATTEST: Detra Gaines, City Secretary APPROVED AS TO FORM: Courtney Goodman-Morris, City Attorney 4919-0295-8611, V. 2 EXHIBIT A Funding Agreement between City of Gunter and Gunter MDD [to be attached] STATE OF TEXAS PROJECT FUNDING AGREEMENT COUNTY OF GRAYSON $ This Project Funding Agreement ("Agreement") is made by and between the Gunter Municipal Development District, a Texas municipal development district, ("GMDD") and the City ofGunter, Texas, a Texas home rule municipality ("City") (collectively the "Parties" or singularly a "Party"), acting by and through their respective authorized officers. WITNESSETH: WHEREAS, City has requested GMDD provide funding to the City for the Project (hereinafter defined); and WHEREAS, the GMDD is a special district organized to promote economic growth and development and vested by state law with the authority to fund and undertake projects that support local businesses, create jobs, and attract new investment as authorized through Texas Local Government Code Chapter 377 and Texas Local Government Code sections 505.151 through 505.158; and WHEREAS, GMDD is further authorized to contract with public entities to plan, acquire, establish, develop, construct, or renovate a development project; and WHEREAS, GMDD has determined that the Funding (hereinafter defined) for the Project to be made hereunder is required or suitable to promote or develop new or expanded business enterprises, and constitutes an economic development project and will further the objectives of GMDD and will benefit the District and the District's inhabitants; NOW THEREFORE, in consideration of the foregoing, and on the terms and conditions hereinafter set forth, and for other valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: "City" shall mean the City of Gunter, Grayson County Texas, a Texas home rule municipality. "District" shall mean the Gunter Municipal Development District. "Effective Date" shall mean the date of execution of this Agreement. PAGE 1 PROJECT FUNDING AGREEMENT GMDD. AND CIry OF GUNTER "Expiration Date" means the date the Parties have fully satisfied their respective obligations herein. "Funding" shall mean the payment of funds to City for the Project in the amount set forth in Exhibit "A" to be paid as set forth herein. "GMDD" shall mean the Gunter Municipal Development District, a political subdivision ofthe State ofTexas and the City of Gunter, created in accordance with Chapter 377 of the Texas Local Government Code, as amended (the "Act") and other applicable laws for the purpose of developing and financing all development projects as that term is defined in section 377.001(3) of the Act, as amended. "Project" shall mean the project described in Exhibit A". Article II Term The term of this Agreement shall begin on the Effective Date and continue until the Expiration Date, unless sooner terminated as provided herein. Article III Project Funding 3.1 Funding. (a) Subject to the continued satisfaction of all the terms and conditions of this Agreement by City, including the obligation of City to repay the Funding pursuant to Article V hereof, GMDD agrees to provide City with the Funding to be paid within sixty (60) days after GMDD receipt of a payment request from City following the Effective Date. City agrees that the Funding shall exclusively be used for expenditures for the Project. (b) Repayment ofFunding. City shall repay the Funding to GMDD ifCity elects not to proceed with the Project. City shall repay the Funding within thirty (30) days after City determines not to proceed with the Project. Any amount ofthe Funding not expended by City after completion of the Project shall be repaid by City to GMDD within thirty (30) days after completion of the Project, unless otherwise applied or to be applied for the costs of another GMDD approved, qualified project under the Act. 3.2 Grant Limitations. GMDD shall not be obligated to pay any commercial bank, lender or similar institution for any loan or credit agreement made by City. None ofthe obligations of GMDD under this Agreement shall be pledged or otherwise encumbered in favor of any commercial lender and/or similar financial institution. 3.3 Current Revenue. Under no circumstances shall the obligations of GMDD hereunder be deemed to create any debt within the meaning of any constitutional or statutory PAGE2 2 PROJECT FUNDING. AGREEMENT GMDD. AND CITY OF GUNTER provision. The Funding made hereunder shall be paid solely from lawfully available funds. Consequently, notwithstanding any other provision of this Agreement, GMDD shall have no obligation or liability to provide the Funding except as allowed by law. Article IV Conditions to Project Funds The obligation of GMDD to provide the Project Funding to City shall be conditioned upon the compliance and satisfaction by City oft the terms and conditions oft this Agreement and each of the conditions set forth in this Article IV, provided that failure to meet a condition shall not prevent the payment of the Funding prior to the specified deadline for satisfaction of the condition: 4.1 Good Standing. City shall not have an uncured breach or default ofthis Agreement. 4.2 Completion of the Project. City shall timely complete the Project within one hundred, eighty (180) days oft the Effective Date and shall provide written certification thereof to GMDD within thirty (30) days following the date completion of the Project. 4.3 Use of Funding. City agrees to apply the Funding solely to the costs of the Project and any Funding remaining after completion of the Project shall either be refunded to GMDD or applied to the costs of another GMDD-approved, qualified project under the Act. 4.4 Reporting. City shall on an annual basis provide GMDD with a written report regarding the status oft the Funding and the amounts expended thereofby City and confirming that such Funding was expended for the Project or applied to the costs of another qualified project under the Act. Article V Termination; Repayment 5.1 Termination. This Agreement shall terminate upon any one or more of the following: (a) By written agreement oft the Parties; (b) Expiration Date; (c) On the date oft termination set forth in written notice by either Party in the event the other Party breaches any of the terms or conditions of this Agreement and such breach is not cured within thirty (30) days after written notice thereof; provided however: ifthe breach may not be cured within such 30-day period the breaching Party shall have an additional sixty (60) days to cure such breach; or (d) On the date of termination set forth in written notice by either Party, if any subsequent Federal or State legislation or any final, non-appealable decision PAGE3 PROJECT FUNDING. AGREEMENT GMDD. AND CITY OF GUNTER of a court of competent jurisdiction declares or renders this Agreement invalid, illegal, or unenforceable. Article VI Miscellaneous 6.1 Binding Agreement. The terms and conditions ofthis Agreement are binding upon the successors and permitted assigns of the Parties hereto. 6.2 Limitation on Liability. It is understood and agreed between the Parties that the Parties in satisfying the conditions of this Agreement have acted independently, and neither Party assumes any responsibilities or liabilities to third parties in connection with Parties' actions. 6.3 NoJoint Venture. Itis acknowledged and agreed by the Parties that the terms hereof are not intended to and shall not be deemed to create a partnership or joint venture among the Parties. 6.4 Authorization. Each Party represents that it has full capacity and authority to grant all rights and assume all obligations that are granted and assumed under this Agreement. 6.5 Notice. Any notice required or permitted to be delivered hereunder shall be deemed received: (i) three (3) days after deposit into the United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the Party at the address set forth below or (ii) on the day received if sent by courier or otherwise hand delivered. Ifintended for GMDD, to: With a copy to: Attn: Kristoffer Atkinson Attn: Victoria Thomas President General Counsel Gunter Municipal Development Nichols Jackson, LLP District 1800 Ross Tower 105 N. 4th Street 500 N. Akard Street Gunter, Texas 75058 Dallas, Texas 75201 Ifintended for City, to: With a copy to: Attn: Karen Souther Attn: Courtney Goodman-Morris Mayor City Attorney City of Gunter, Texas Nichols Jackson, LLP 105 N. 4th Street 1800 Ross Tower Gunter, Texas 75058 500 N. Akard Street Dallas, Texas 75201 6.6 Entire Agreement. This Agreement is the entire agreement between the Parties with respect to the subject matter covered in this Agreement. There is no other collateral oral or written Agreement between the Parties that in any: manner relates to the subject matter oft this Agreement, except as provided in any Exhibits attached hereto. PAGE 4 PROJECT FUNDING AGREEMENT GMDD. AND CITY OF GUNTER 6.7 Governing Law. This Agreement shall be governed by the laws of the State of Texas; and venue for any action concerning this Agreement shall be in the State District Court of Grayson County, Texas. The Parties agree to submit to the personal and subject matterjurisdiction of said court. 6.8 Amendment. This Agreement may only be amended by a written agreement executed by both Parties. 6.9 Legal Construction. In the event any one or more ofthe provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect other provisions, and it is the intention of the Parties to this Agreement that in lieu of each provision that is found to be illegal, invalid, or unenforceable, aj provision shall be added to this Agreement which is legal, valid and enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 6.10 Recitals. The recitals to this Agreement are incorporated herein. 6.11 Counterparts. This Agreement may be executed in counterparts. Each of the counterparts shall be deemed an original instrument, but all the counterparts shall constitute the same instrument. 6.12 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. 6.13 Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period following the termination of this Agreement shall survive termination. 6.14 Successors and Assigns. This Agreement may not be assigned without the prior written consent of GMDD. (Signature Page to Follow) PAGE 5 PROJECT FUNDING AGREEMENT GMDD AND CITY OF GUNTER EXECUTED on this day of 2025 GUNTER MUNICIPAL DEVELOPMENT DISTRICT By: Kristoffer Atkinson, President EXECUTED on this day of 2025. CITY OF GUNTER, TEXAS By: Karen Souther, Mayor Approved as to Form: By: Courtney Goodman-Morris City Attorney PAGE 6 PROJECT FUNDING. AGREEMENT GMDD. AND CITY OF GUNTER EXHBIT "A" Project: Purchase, from Gunter Independent School District, ofthe following described real estate on the terms and under the conditions set forth in a Real Estate Purchase Agreement in substantially the form of that attached hereto as Exhibit "A-1": A certain 1.00 acre parcel ofreal property located in the City ofGunter, Grayson County, Texas. Owner Legal Name Parcel ID Geo ID Legal Description Acreage OTP GUNTER, BLOCK 38, GUNTERIS G002 LOT 13 THRU 18, 300 X D 151917 5850090 - 145 1.00 Funding: An amount not to exceed and no/100 ($ Dollars. SOLo PAGE EXHIBIT "A"TO] PROJECT FUNDING AGREEMENT GMDD AND CITY OF GUNTER EXHIBIT "A" EXHIBIT A-1 Real Estate Purchase and Sale Agreement between City and GISD [to be attached] 4920-0774-9907, V. 2 SOLo] PAGE EXHIBIT "A"TO PROJECT! FUNDING AGREEMENT GMDD. AND CITY OF GUNTER a yO CITY COUNCIL MEETING GUNERI March 6, 2025 EST. 1901 5:00 PM AGENDA ITEM #6 Discuss, consider, and act upon a Resolution oft the City Council ofthe City of Gunter, Texas approving the Purchase and Sale Agreement by and between Gunter ISD and the City of Gunter for real property. AGENDA ITEM SUNMARYBACKGROLNPA PRESENTED BY: Karen Souther, Mayor Courtney Morris, City Attorney FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments CITY OF GUNTER, TEXAS RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GUNTER, TEXAS APPROVING THE PURCHASE AND SALE AGREEMENT BY AND BETWEEN GUNTER INDEPENDENT SCHOOL DISTRICT AND THE CITY OF GUNTER FOR REAL PROPERTY AND ANY IMPROVEMENTS THEREON DESCRIBED AS AN APPROXIMATELY 1.00 ACRE TRACT OUT OF GUNTER OLD TOWN SURVEY, BLOCK 38, LOTS 13, 14, 15, 16, 17, AND 18, CITY OF GUNTER, GRAYSON COUNTY, TEXAS; AUTHORIZING AND EXECUTION OF THE AGREEMENT BY THE MAYOR; PROVIDING A REPEALING CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR A SAVINGS CLAUSE AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Gunter desires to approve a Purchase and Sale Agreement with Gunter Independent School District for the purchase of approximately 1.00 acres of real property and the improvements situated thereon described as Lots 13 through 18 of Block 38 out of the Gunter Old Town Survey, City of Gunter, Grayson County (the "Property"); and WHEREAS, the City Council finds and is of the opinion that acquisition of said Property will serve the interests of City of Gunter by promoting and retaining new and expanded business enterprises within the City of Gunter; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GUNTER, TEXAS THAT: SECTION 1: The Real Estate Purchase and Sale Agreement attached hereto and incorporated herein by this reference as Exhibit "A," for the purchase by the City of Gunter, Texas of approximately 1.00 acres of real property and the improvements situated thereon described as Lots 13 through 18 of Block 38 out of the Gunter Old Town Survey, City of Gunter, Grayson County, Texas (the "Agreement") is hereby approved and the execution of said Agreement in substantially the form of that attached as Exhibit "A" by the Mayor on behalf of the City is hereby authorized and ratified. The Mayor is further authorized to execute any and all necessary and related documents for the purchase of the Property and to disburse funds as required under the Purchase and Sale Agreement and the same is hereby ratified. SECTION 2: This Resolution shall become effective immediately upon its passage. SECTION 3. All resolutions of the City of Gunter heretofore adopted which are in conflict with the provisions of this resolution be, and the same are hereby repealed, and all resolutions of the City not in conflict with the provisions hereof shall remain in full force and effect. SECTION 4. If any article, paragraph, subdivision, clause or provision of this resolution, as hereby amended, be adjudged invalid or held unconstitutional for any reason, such judgement or holding shall not affect the validity of this Resolution as a whole or any part or provision thereof, as amended hereby, other than the part SO declared to be invalid or unconstitutional. SECTION 5. This resolution shall take effect immediately from and after its passage. DULY PASSED by the City Council of the City of Gunter, Texas on the 6th day of March, 2025. APPROVED: Karen Souther, Mayor ATTEST: Detra Gaines, City Secretary APPROVED AS TO FORM: Courtney Goodman-Morris, City Attorney 4898-4453-8899, V. 1 EXHIBIT A Real Estate Purchase and Sale Agreement between City and GISD [to be attached] PURCHASE, AND SALE AGREEMENT 1.00 acres , City of Gunter, Grayson County, Texas THIS PURCHASE AND SALE AGREEMENT (this Agreement")i is made and entered into between GUNTER INDEPENDENT SCHOOL DISTRICT (the "Seller") and the CITY OF GUNTER, TEXAS ("Purchaser"). Seller and Purchaser may each be referred to herein as a "party" and collectively as the "parties." RECITALS WHEREAS, defined terms are indicated by initial capital letters. Defined terms shall have the meaning set forth herein, whether or not such terms are used before or after the definitions are set forth. WHEREAS, Purchaser desires to purchase the Property and Seller desires to sell the Property, all upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual terms, provisions, covenants and agreements set forth herein, as well as the sums to be paid by Purchaser to Seller, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Purchaser and Seller agree as follows: ARTICLE 1 BASIC INFORMATION Section 1.1 Certain Defined Terms The following defined terms shall have the meanings set forth below: A. Closing. The completion of the transaction described in this Agreement. B. Closing Date. The date that is thirty (30) days after expiration of the Inspection Period. C. Cure Period. The period beginning on the date Seller receives Purchaser's Objections and ending on the date that is ten (10) days thereafter. D. Due Diligence Delivery Date. The date that is ten (10) days after the Effective Date. E. Earnest Money. Twenty-Five Thousand and No/100 Dollars ($25,000.00). F. Earnest Money Delivery Date. The date that is three (3) business days after the Effective Date. G. Effective Date. The date on which the following conditions have been satisfied: Purchase and Sale Agreement Page 1 1) Authorized representatives of the parties have signed this Agreement; and (ii) ai fully signed copy ofthis Agreement has been delivered to the Title Company as acknowledged by the Title Company's signed receipt. H. Inspection Period. The period beginning on the Effective Date and ending on the date which is thirty (30) days after the Effective Date. I. Purchase Price. Eight and No/100 Dollars ($8.00) per gross square foot of land as determined by the final approved Survey. For purposes of illustration only, based on the Property consisting of 43,560 gross square feet of land, the Purchase Price would be an amount equal to Three Hundred Forty-Eight Thousand Four Hundred Eighty and No/100 Dollars ($348,480.00). J. Purchaser's Broker. N/A. K. Review Period. The period ending fifteen (15) days after Purchaser's receipt of the last oft the (i) initial Title Commitment, (ii) Title Documents, and (111) the Survey. L. Seller's Broker. N/A. M. Survey Delivery Date. The date that is ten (10) days after the Effective Date. N. Title Commitment Delivery Date. The date that is thirty (30) days after the Effective Date. 0. Title Company. Fair Texas Title Company, 515 N. Travis, Sherman, Texas 75090 (Mati Rutledge). P. Title Termination Period. The period beginning on the expiration of the Cure Period and ending on the date that is five (5) days after the Cure Period. Section 1.2 Closing Costs Closing costs shall be alllocated and paid as follows: COST RESPONSIBLE PARTY Title Commitment Seller Premium for standard form Title Policy Seller Premium for endorsements or additional coverage for the Title Purchaser Policy New or Updated Survey Purchaser Purchase and Sale Agreement Page 2 Recording Fees Purchaser Escrow Fee charged by Title Company Evenly split between Purchaser and Seller Commission to Purchaser's Broker, if any Purchaser Commission to Seller's Broker, if any Seller All other Closing costs, expenses, charges and fees customarily Purchaser paid by purchasers in Grayson County, Texas. Purchaser's attorneys' fees. All other Closing costs, expenses, charges and fees customarily Seller paid by sellers in Grayson County, Texas. Seller's attorneys' fees. Section 1.3 Notice Addresses Seller: Gunter Independent School District Attn: Scott Martindale 213 N. 8th Street Gunter, Texas 75058 Email: marindale@gunteriadorg with copy to: Abernathy, Roeder, Boyd & Hullett, P.C. Attn: Chris Zillmer 1700 Redbud Blvd., Suite 300 McKinney, Texas 75069 Email: Almercahmathv-ascon Purchaser: City of Gunter Attn: Karen Souther, Mayor 105 N. 4th Street Gunter, Texas 75058 Email: arnsouleracisueskus with copy to: Nichols Jackson, LLP Attn: Courtney Goodman-Morris 500 N. Akard Street, Suite 1800 Dallas, Texas 75201 Email: moridncolsixksmnson Purchase and Sale Agreement Page3 Title Company: Fair Texas Title Company Attn: Mati Rutledge 515 N. Travis Sherman, Texas 75090 Email: ARTICLE 2 PROPERTY Section 2.1 Property Description Upon the terms and conditions hereinafter stated, Seller hereby agrees to sell and convey to Purchaser the following (the Real Property, the Improvements, the Licenses and Permits, and all rights and interests appurtenant thereto, collectively being referred to as the Property"): A. Land. Good and indefeasible title to approximately 1.00 gross acres ofland, more or less, located at the northwest corner of 6th Street and Little Elm Creek Road, in the City of Gunter, Grayson County, Texas (the "Land"), together with all benefits, privileges, easements, tenements, hereditaments, rights and appurtenances thereon or pertaining to such Land including any right, title, and interest of Seller in and to any (i) strips and gores between said tract and abutting properties, (ii) land lying in or under the bed of adjacent streets, alleys, roads or rights of way, (iri) easements or rights ofway appurtenant to or otherwise benefitting said tract, (iv) utility capacities, commitments, reservations and other rights and capacities (including but not limited to storm water detention rights) related to said tract, (v) all development rights relating to said tract, (vi) all rights to credits, refunds and reimbursements associated with said tract, (vii) all water and drainage rights associated with said trat, (viii) all reversionary rights related to said tract, and (ix) all other rights and appurtenances of any kind related to said tract save and except the mineral interests listed below in subsection D, the Land being more specifically described herein on Exhibit "A" and depicted on Exhibit "A-1", attached hereto and incorporated herein by this reference. B. Improvements. All buildings, structures, fixtures, and improvements situated on, in, or under the Land, if any ("Improvements):a all benefits, privileges, tenements, hereditaments, rights and appurtenances thereon or pertaining to the Improvements and all easements owned by Seller, if any, which are used or needed in connection with the operation or development of the Land (the Land and the Improvements are herein referenced as the "Real Property"). C. Licenses and Permits. To the extent assignable by Seller to Purchaser, and to the extent any of the following exist and run with the Real Property, all of Seller's right, title, and interest in and to () licenses, permits, certificates of occupancy, or similar documents relating to the Real Property; (ii) all permits, approvals, licenses, water and sewer capacity commitments, all engineering and architectural plans; and (1ni) all plans, drawings, specifications, surveys, engineering reports, and other technical descriptions ofthe Real Property (collectively, "Licenses and Permits"). Purchase and Sale Agreement Page 4 D. Minerals Excluded. The Property, however, shall exclude any right, title, or interest ofSelleri in and to all oil, gas, and other minerals pertaining to the Real Property, and Seller will reserve and except from the conveyance of the Property at Closing all oil, gas and other minerals in, on, under and that may be produced by the Real Property; provided, that Seller will provide a surface waiver in the Deed delivered at Closing. Section 2.2 Legal Description The legal description of the Land set forth in the final Survey that has been approved in writing by Purchaser and Seller and certified to the Purchaser and Title Company shall be substituted for Exhibit "A" to the extent there is any change as the description oft the Property to be conveyed hereunder and shall become part of this Agreement. ARTICLE 3 PURCHASE PRICE Purchaser agrees to purchase the Property at the Purchase Price and upon the terms set forth herein. At Closing, Purchaser shall deliver to Seller the Purchase Price in cash or other immediate funds. ARTICLE 4 EARNEST MONEY On or before the Earnest Money Delivery Date, Purchaser shall deposit the Earnest Money in the form of a check or wire transfer with the Title Company in its capacity as escrow agent, to be held in escrow pursuant to the terms of this Agreement. If Purchaser fails to timely deposit the Earnest Money, Seller may terminate this Agreement at any time before Purchaser deposits the Earnest Money with the Title Company, and upon such election, this Agreement shall terminate. Purchaser agrees that One Thousand and No/100 Dollars ($1,000.00) of the Earnest Money is given as consideration for this Agreement (the Independent Consideration"), which Independent Consideration shall be applied to the Purchase Price at Closing, but shall not be returned to Purchaser in the event the Earnest Money is otherwise returned to the Purchaser pursuant to the terms of this Agreement. The Earnest Money shall be credited to the Purchase Price at Closing. ARTICLE 5 DUE DILIGENCE AND CONTINGENCIES Section 5.1 Survey and Title Review A. Survey. On or before the Survey Delivery Date, Seller shall deliver to Purchaser Seller's newest existing survey ofthe Property, ifa any (the "Survey"). Ifrequested by Purchaser or Purchaser's S lender, Purchaser, at its sole cost, shall obtain a new Survey or cause the Survey to be updated in conformity with such standards as are required by the Title Company as a condition to the removal of the survey exception from the Title Commitment, and certified to Purchaser, the Title Company and such other parties as Purchaser shall designate. Purchase and Sale Agreement Page 5 B. Title Commitment. On or before the Title Commitment Delivery Date, Seller shall deliver or cause to be delivered to Purchaser (i) a title commitment (the "Title Commitment") covering the Property binding the Title Company to issue a Texas Owner Policy ofTitle Insurance (the "Title Policy") on the standard form prescribed by the Texas State Board of] Insurance at the Closing, in the full amount of the Purchase Price, insuring Purchaser's fee simple title to the Property to be good and indefeasible, subject only to the Permitted Exceptions as defined below, and (ii) the following documents (collectively, the "Title Documents"): (1) true and legible copies of all recorded instruments affecting the Property and recited as exceptions in the Title Commitment, and (2) a current tax certificate. C. Special Assessment Districts. Ifthe Property is situated within a utility district or flood control district subject to the provisions of Section 50.301, Texas Water Code, then Seller shall give to Purchaser as part of the Title Documents the required written notice and Purchaser agrees to acknowledge receipt of the notice in writing. The notice must set forth the current tax rate, the current bonded indebtedness and the authorized indebtedness of the district and must comply with all other applicable requirements ofthe Texas Water Code. Ifthe Property is subject to mandatory membership in a property owner's association, Seller shall notify Purchaser of the current annual budget of the property owners' association, and the current authorized fees, dues and/or assessments relating to the Property. D. Review and Cure Period. During the Review Period, Purchaser shall have the opportunity to review the Survey, the Title Commitment, and the Title Documents. If Purchaser has any objections to the Survey, Title Commitment or Title Documents, Purchaser may deliver such objections to Seller in writing within the Review Period (collectively, "Objections"). Purchaser's failure to provide Objections to Seller prior to the expiration of the Review Period shall be a waiver ofPurchaser's right to object, and any item to which Purchaser does not include in its Objections on or before to the expiration of the Review Period shall deemed a "Permitted Exception. 23 Items that the Title Company identifies as to be released at Closing will be deemed Objections by Purchaser and shall not be Permitted Exceptions. IfPurchaser provides Seller with any Objections, Seller may, but is not obligated to attempt to satisfy the Objections within the Cure Period. Zoning ordinances and the lien for current taxes are deemed to be Permitted Exceptions. E. Failure or Refusal to Cure. If Seller cannot satisfy or chooses not to satisfy Purchaser's Objections within the Cure Period, then Purchaser may terminate this Agreement by delivering a written notice to Seller within the Title Termination Period. If Purchaser terminates this Agreement, the Earnest Money shall be immediately returned to Purchaser and thereafter neither party shall have any rights or obligations under this Agreement (except for those which may expressly survive the termination of this Agreement). If Purchaser does not terminate this Agreement, then Purchaser shall be deemed to have waived any uncured Objections, except for those Objections Seller has agreed to cure, and must accept such title as Seller: is able to convey as of Closing, subject to the other terms and provisions of this Agreement. Notwithstanding the foregoing, at or prior to Closing, Seller shall discharge or cause to be discharged all: (i) matters set forth on Schedule C of the Title Commitment; (ii) exceptions to title created after the Effective Date without the written consent of Purchaser; and (iii) judgments, liens and mortgages affecting the Property, and same shall not constitute Permitted Exceptions. Section 5.2 Due Diligence Purchase and Sale. Agreement Page 6 On or prior to the Due Diligence Delivery Date, Seller shall deliver to Purchaser copies of all engineering investigations, soils reports, feasibility reports, tests, environmental studies, license agreements, lease agreements, management agreements, and other information related to the Property in Seller's possession. Notwithstanding Seller's delivery of the above described studies, tests and other due diligence material, if: fany, Purchaser acknowledges that any information of any type which Purchaser has received or may receive from Seller, or its agents, is furnished to Purchaser as a courtesy only and on the express condition that Purchaser shall make an independent verification of the accuracy of such information, and that all such information is being furnished without any representation or warranty by Seller as to the truth, accuracy, or completeness ofsuch information; provided, however, that Seller confirms that Seller has no current actual knowledge of any material inaccuracies or errors in any such due diligence materials. Further, as a condition to Seller's delivery of any due diligence materials to Purchaser, Purchaser expressly acknowledges the foregoing in its acceptance of such due diligence items from Seller and agrees to waive any and all claims against Seller for any cause of action arising from Purchaser's reliance on such Seller furnished due diligence materials. If this Agreement fails to close for any reason, Purchaser shall deliver to Seller any and all engineering investigations, soils reports, feasibility reports, tests, environmental studies, and other information and/or reports either (a) provided by Seller to Purchaser or (b) obtained by Purchaser from anyone in conjunction with Purchaser exercising its due diligence regarding this purchase. Section 5.3 Inspection Period A. Purchaser's Right to Inspect the Property. Prior to the expiration of the Inspection Period, Purchaser shall have the right to inspect the Property and determine ift the same is suitable for Purchaser's intended use. If Purchaser notifies Seller in writing on or before 11:59 p.m. on the last day of the Inspection Period that Purchaser disapproves or is dissatisfied in any way with the Property, such determination to be made in Purchaser's sole and absolute discretion, then this Agreement shall terminate and the Earnest Money heretofore delivered by Purchaser to Title Company shall be returned to Purchaser; provided, however, the Independent Consideration shall not be returned to Purchaser. If Purchaser fails to SO notify Seller in writing prior to the expiration of the Inspection Period of Purchaser's election to terminate this Agreement, this Agreement shall continue in full force and effect. Seller hereby grants to Purchaser during the Inspection Period the right to enter upon the Property and conduct such tests as Purchaser deems necessary. B. Indemnification for Inspection. Purchaser shall indemnify, defend, and hold harmless Seller from all claims, actions or causes of action which might occur by virtue of the entry upon or testing of the Property and provided further that in the event Purchaser does not return the Property to its condition prior to Purchaser's activities, Purchaser shall be responsible for all damages occasioned to the Property arising out ofthe entry upon or testing ofthe Property, and this indemnity and covenant will survive the Closing or termination of this Agreement for a period of twelve (12) months. Notwithstanding the foregoing or anything contained herein to the contrary, Purchaser shall have no obligation to indemnify Seller for any claim, action or cause of action which is caused, in whole or in part, by Seller's grossly negligent act or omission or to the Purchase and Sale. Agreement Page 7 extent caused by the willful misconduct of Seller, nor shall Purchaser be required to indemnify Seller with respect to Purchaser's discovery or disturbance of any preexisting matter on or with respect to the Property existing prior to entry on the Property by Purchaser or Purchaser's agents, independent contractors, servants, or employees, including, but not limited to, any hazardous material or dangerous condition. Section 5.4 Permitted Exceptions. The current zoning, any lien for current taxes, any exceptions to title to which no objection has been made by Purchaser and any matter set forth on the Title Commitment or Survey shall be de4emed to be Permitted Exceptions. In no case shall any lien created or assumed by Seller which is noted on Schedule C of the Title Commitment be deemed a Permitted Exception with respect to the Property and, notwithstanding anything stated in this Agreement to the contrary, shall be cured prior to Closing. Notwithstanding anything to the contrary herein, as a condition of Closing, Seller must resolve at Seller's sole cost the items that are listed on Schedule Cofthe Title Commitment which relate to Seller's corporate existence or authority, remove all liquidated liens created or assumed by Seller, remove all exceptions that arise by, through, or under Seller after the Effective Date which are not permitted pursuant to the provisions of this Agreement, and use due diligence to cure the Title Objections that Seller has agreed to cure by written notice by Purchaser. ARTICLE 6 REPRESENTATIONS AND WARRANTIES Section 6.1 Seller's Representation and Warranties Seller represents and warrants to Purchaser as of the Effective Date and as of the Closing as follows: A. Title. Seller has the right to convey and will convey to Purchaser good and indefeasible fee simple title to the Property free and clear of any and all liens, assessments, unrecorded easements, security interests and other encumbrances except only to the Permitted Exceptions. B. Licenses. There are no parties in possession of any portion of the Property as licensees, tenants at sufferance or trespassers except for those disclosed, and delivered to Purchaser as part of the due diligence materials. C. Negative Covenants. Seller shall not further encumber any of the Property or allow an encumbrance upon the title to any of the Property without the written consent of Purchaser. D. Liens and Debts. There are no mechanic's liens, Uniform Commercial Code liens, or unrecorded liens against the Property, and Seller shall not allow any such liens to attach to the Property prior to Closing, which will not be satisfied out ofthe Closing proceeds. All obligations of Seller arising from the ownership and operation of the Property and any business operated on the Property, if any, including, but not limited to, taxes, leasing commissions, salaries, and similar agreements, have been paid or will be paid prior to Closing. Except for obligations for which Purchase and Sale. Agreement Page 8 provisions are made in this Agreement for prorating at Closing, there will be no obligations of Seller with respect to the Property outstanding as of Closing. E. Litigation. To Seller's knowledge, there is no pending or threatened litigation, condemnation, or assessment affecting any of the Property. Seller shall promptly advise Purchaser of any litigation, condemnation or assessment affecting any of Property which is threatened or instituted after the Effective Date. F. Operation of the Property. From the Effective Date through the Closing Date, Seller shall maintain the Property in the same condition and in the same manner as existed on the Effective Date, except for ordinary wear and tear and any casualty loss. G. Patriot Act. To the extent applicable to Seller, Seller has complied in all material respects with the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, which comprises Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "Patriot Act") and the regulations promulgated thereunder, and the rules and regulations administered by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), to the extent such laws are applicable to Seller. To the best of Seller's knowledge, Seller is not included on the List of Specially Designated Nationals and Blocked Persons maintained by the OFAC, or is a resident in, or organized or chartered under the laws of, (i) ajurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the Patriot Act as warranting special measures due to money laundering concerns or (ii) any foreign country that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur. H. Organization and Authority. Seller is an independent school district validly existing under the laws oft the State ofTexas. The execution and delivery of this Agreement by those executing this Agreement on Seller's behalf and Seller's performance ofthis Agreement has been duly authorized by Seller, and this Agreement is binding on Seller and enforceable against Seller in accordance with its terms. The execution of this Agreement and the consummation of the transaction contemplated herein will not violate any restriction, court order or agreement to which Seller or the Property is subject. I. No Prohibitions. Seller is not prohibited from (i) executing or delivering this Agreement; (11) complying with the terms of this Agreement or (111) to Seller's knowledge consummating the transactions contemplated by this Agreement by any applicable governmental requirement, agreement, instrument, restriction, or by a judgment, order or decree of any governmental authority having jurisdiction over Seller or the Property. J. No Material Defects. To the best of Seller's knowledge, there are no material defects in the Property. K. Compliance with Laws. To the best of Seller's current actual knowledge, neither the Property, nor Seller are currently subject to () any existing, pending or1 threatened investigation or inquiry by any governmental authority or (ii) any remedial obligations, under any applicable Purchase and Sale Agreement Page 9 law, statute, ordinance, rule, regulation, order or determination of any governmental authority or any board of fire underwriters (or other body exercising similar functions), or any restrictive covenant or deed restriction or zoning ordinance or classification affecting the Property, including, without limitation, all applicable building codes, fire codes, health codes, water codes, flood disaster laws and health and Environmental Laws and regulations (hereinafter sometimes collectively called the "Applicable Laws"). Seller has received no notice from any municipal, state, federal or other governmental authority of any violation of any Applicable Laws issued in respect of the Property which has not been heretofore corrected, and no such violation exists. L. "AS IS". EXCEPT AS EXPRESSLY PROVIDED HEREIN, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS ASTO MATTERS OFTITLE (OTHER THAN SELLER'S WARRANTY OF TITLE SET FORTH IN THE DEED TO BE DELIVERED AT CLOSING), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION, ABSENCE OF LATENT DEFECTS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PURCHASER AGREES THAT WITH RESPECT TO THE PROPERTY, PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR SELLER'S REPRESENTATIVES. PURCHASER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND RELY UPON SAME, AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOTLIMITED TO, LATENT DEFECTS ANDADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INSPECTIONS AND INVESTIGATIONS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PURCHASER AGREES TO TAKE WHATEVER ACTION AND PERFORM WHATEVER INVESTIGATIONS AND STUDIES PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE ORI NONEXISTENCE OF, OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO, ANY HAZARDOUS AND/OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS", WITH ALL FAULTS AND THERE ARE NO ORAL OR WRITTEN AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER OR ANY THIRD PARTY. FURTHER, PURCHASER HEREBY ACKNOWLEDGES TO SELLER THAT PURCHASER AND SELLER ARE NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION. THE TERMS AND CONDITIONS OF THIS PARAGRAPH SHALL EXPRESSLY SURVIVE THE CLOSING AND SHALL NOT BE MERGED THEREIN. Purchase and Sale Agreement Page 10 Section 6.2 Purchaser's Representations and Warranties Purchaser represents and warrants to Seller as of the Effective Date and as oft the Closing as follows: A. Organization and Authority. Purchaser is a Texas home rule municipality duly created and existing under the laws of the State of Texas. The execution and delivery of this Agreement by those executing this Agreement on Purchaser's behalf and Purchaser's performance of this Agreement has been duly authorized by Purchaser, and this Agreement is binding on Purchaser and enforceable against Purchaser in accordance with its terms. The execution of this Agreement and the consummation of the transaction contemplated herein will not violate any restriction, court order or agreement to which Purchaser is subject. If Purchaser assigns this Agreement to an allowed third party, such entity shall be duly organized, validly existing and in good standing under the laws of the State ofTexas and have all the requisite power and authority to enter into, deliver and perform this Agreement. B. Litigation. To Purchaser's knowledge, there is no pending or threatened litigation affecting Purchaser that would materially impact the transaction described in this Agreement. Purchaser shall promptly advise Seller of any litigation affecting Purchaser and its ability to consummate the transaction contemplated herein which is threatened or instituted after the Effective Date. C. Patriot Act. To the extent applicable to Purchaser, Purchaser has complied in all material respects with the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, which comprises Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "Patriot Act") and the regulations promulgated thereunder, and the rules and regulations administered by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), to the extent such laws are applicable to Purchaser. To the best of Purchaser's knowledge, Purchaser is not included on the List of Specially Designated Nationals and Blocked Persons maintained by the OFAC, or is ai resident in, or organized or chartered under the laws of, (i) ajurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 oft the Patriot Act as warranting special measures due to money laundering concerns or (ii) any foreign country that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur. D. No Prohibitions. Purchaser is not prohibited from () executing or delivering this Agreement; (ii) complying with the terms of this Agreement or (iii) to Purchaser's knowledge consummating the transactions contemplated by this Agreement by any applicable governmental requirement, agreement, instrument, restriction, or by a judgment, order or decree of any governmental authority havingjurisdiction over Purchaser. Section 6.3 Knowledge A. Seller's Knowledge. For purposes of this Agreement and any closing document, whenever the phrase "to Seller's actual knowledge, 97 "to Seller's knowledge, 2 "the knowledge of Purchase and Sale. Agreement Page 11 Seller," or "to the best of Seller's knowledge" or similar words of similar import are used, they shall be deemed to refer to facts within the actual knowledge of Scott Martindale, at the times indicated only, without independent inquiry or investigation, without any actual or implied duty ofinquiry whatsoever and withouti imputation to such person ofthe knowledge of any other person. The named individuals are acting for and on behalf of Seller and in a capacity as an officer or representative of Seller and is in no manner expressly or impliedly making any representations or warranties in an individual capacity. Purchaser waives any right to sue or seek any personal judgment or claim against such individuals. B. Purchaser's Knowledge. For purposes of this Agreement and any closing document, whenever the phrase "to Purchaser's actual knowledge; 29 "to Purchaser's knowledge,' 27 "the knowledge of Purchaser, 29 or "to the best of Purchaser's knowledge" or similar words of similar import are used, they shall be deemed to refer to facts within the actual knowledge of Kristofer Atkinson, at the times indicated only, without independent inquiry or investigation, without any actual or implied duty ofi inquiry whatsoever and without imputation to such person of the knowledge of any other person. The named individuals are acting for and on behalf of Purchaser and in a capacity as an officer or representative of Purchaser and is in no manner expressly or impliedly making any representations or warranties in an individual capacity. Seller waives any right to sue or seek any personal judgment or claim against such individuals. Section 6.4 Remedies If either party discovers prior to Closing that any of the other party's representations or warranties have been misrepresented or are inaccurate, such discovering party may notify the party with deficient representations and/or warranties in writing, and the deficient party may attempt to correct or remedy the misrepresentation or inaccuracy. If the misrepresentation or inaccuracy is not remedied prior to Closing, upon written notice to the deficient party, the discovering party may: (i) proceed to Closing without waiving any claim for breach of warranty or misrepresentation; (ii) delay Closing until ten (10) days after the misrepresentation or inaccuracy is remedied; or (ii) exercise any remedies available for default by the deficient party under this Agreement. Section 6.5 Non-Conformance Purchaser has or will independently investigate and verify to Purchaser's satisfaction the extent of any limitations or permitted uses of the Property. Purchaser acknowledges that the current use of the Property or any improvements located on the Property (or both) may not conform to applicable Federal, State or municipal laws, ordinances, codes or regulations, zoning, permitted uses, height limitations, setback requirements, minimum parking requirements, limitations on coverage of improvements to total area of land, requirements oft the Americans with Disabilities Act, wetlands restrictions and other matters. Purchaser is not relying upon any warranties or representations of Seller concerning the permitted uses of the Property or with respect to any nonconformance of the Property. ARTICLE 7 CLOSING Section 7.1 Closing Date Purchase and Sale Agreement Page 12 The Closing shall occur on, or before as may be mutually agreed by the parties, the Closing Date. Seller shall deliver possession oft the Property at Closing. Section 7.2 Seller's Closing Documents At the Closing, Seller shall deliver the following to Purchaser: A. A duly executed Special Warranty Deed (the "Deed"), in the form attached hereto as Exhibit "B", conveying indefeasible fee simple title to the Property to Purchaser, subject only to the Permitted Exceptions; B. The Title Policy issued by the underwriter for the Title Company pursuant to the Title Commitment, subject only to the Permitted Exceptions, in the full amount of the Purchase Price, dated as ofthe date of Closing, and with the survey exception deleted except as to "shortages in area;" C. A FIRPTA certificate, duly executed and acknowledged by Seller; D. Evidence of Seller's authority and capacity to close this transaction; E. All other documents reasonably required by the Title Company from Seller to close this transaction; and F. Possession of the Property, free of parties in possession. Section 7.3 Purchaser's Closing Documents At the Closing, Purchaser shall deliver the following to Seller: A. The Purchase Price; B. Evidence ofPurchaser's authority and capacity to close this transaction; and C. All other documents reasonably required by the Title Company from Purchaser to close this transaction. Section 7.4 Closing Costs Each party shall pay its respective costs associated with the Closing in accordance with Section 1.2 above. Section 7.5 Ad Valorem Taxes Seller does not pay taxes or assessments applicable to the Property. Subsect to the terms of the Temporary License, Purchaser shall be responsible for any ad valorem taxes applicable to the Property accruing on or after the Closing Date. Seller shall not be responsible for any ad valorem taxes or assessments applicable to the Property under any circumstances, except as set forth in the Temporary License. This provision shall survive the Closing. Purchase and Sale Agreement Page 13 Section 7.6 Rollback Taxes Ifa change in use of the Property after Closing or denial of a special use valuation on the Property claimed by Seller with respect to the period prior to Closing results or may result in the assessment after the Closing of additional taxes for periods prior to Closing, the additional taxes plus any penalties and interest shall be paid by Purchaser when due. This obligation shall survive the Closing. NOTICE REGARDING POSSIBLE LIABILITY FOR ADDITIONAL TAXES. If fori the current ad valorem tax year the taxable value ofthe land that is the subject ofthis. Agreement is determined by a special appraisal method that allows for appraisal of the land at less than its market value, the person to whom the land is transferred may not be allowed to qualify the land for that special appraisal in a subsequent tax year and the land may then be appraised at its full market value. In addition, the transfer of the land or a subsequent change in the use of the land may result in the imposition of an additional tax plus interest as a penalty for the transfer or the change in the use oft the land. The taxable value oft the land and the applicable method of appraisal is public information and may be obtained from the tax appraisal district established for the county in which the land is located. ARTICLE 8 CASUALTY LOSS; CONDEMNATION. Section 8.1 Casualty Loss All risk of loss to the Property shall remain upon Seller prior to the Closing. If, prior to the Closing, any material portion of the Property is damaged or destroyed by fire or other casualty, Seller shall promptly provide written notice thereof to Purchaser, and Purchaser may either terminate this Agreement by delivering a written termination notice to Seller or elect to close. If the transaction is to proceed to Closing, there shall be no reduction in the Purchase Price, but Seller shall assign to Purchaser all of Seller's right and interest in any insurance proceeds plus an amount equal to any insurance deductible. Section 8.2 Condemnation If, prior to the Closing, any portion of the Property is subject to a condemnation or taking or the threat of a condemnation or taking, Seller shall promptly provide written notice thereof to Purchaser, and Purchaser may either terminate this Agreement by delivering à written termination notice to Seller or elect to close. Purchaser shall have the sole right to negotiate with any entity condemning or taking or threatening to condemn or take any portion oft the Property, and Seller shall not execute any agreement or deed or take any other action with regard to any such condemnation or taking or threat of condemnation or taking without Purchaser's prior written consent. Ifthe transaction is to proceed to Closing, there shall be no reduction in the Purchase Price, but Selller shall assign to Purchaser all of Seller's right and interest in any condemnation awards. Purchase and Sale. Agreement Page 14 ARTICLE 9 DEFAULT Section 9.1 Purchaser's Remedies If Seller fails to perform its obligations under this Agreement for any reason except Purchaser's default, which continues for more than ten (10) days following delivery of written notice of such default from Purchaser to Seller, then Seller shall be in default and Purchaser may elect to () terminate this Agreement and receive the Earnest Money, or (ii) pursue the remedy of specific performance, as it sole and exclusive remedies. Section 9.2 Seller's Remedies If Purchaser fails to perform its obligations under this Agreement for any reason except Seller's default, which continues for more than ten (10) days following delivery of written notice of such default from Seller to Purchaser, then Purchaser shall be in default, and Seller may terminate this Agreement and receive the Earnest Money. ARTICLE 10 REAL: ESTATE COMMISSIONS Each party hereto represents to the other that it has not authorized any other broker or finder to act on its behalfin connection with the sale and purchase transaction contemplated hereby and that it has not dealt with any broker or finder purporting to act for any other party. To the extent allowed by applicable law, each party hereto indemnifies and agrees to defend and hold harmless the other party from and against any and all liabilities, costs, damages and expenses of any kind or character arising from any claims for brokerage or finder's fees, commissions or other similar fees in connection with the transactions covered by this Agreement insofar as such claims shall be based upon alleged arrangements or agreements made by such party or on its behalf, which indemnity shall expressly survive any termination or Closing of this Agreement. The Texas Real Estate License Act requires written notice to Purchaser that Purchaser should have an attorney examine an abstract of title to the Property or else obtain a title insurance policy. Notice to that effect is, therefore, hereby given to Purchaser. The indemnification set forth in this Section survives Closing. ARTICLE 11 MISCELLANEOUS PROVISIONS Section 11.1 Notices All notices and other communications required or permitted under this Agreement must be in writing and shall be deemed delivered on the earlier of: (i) actual receipt, if delivered in person or by messenger with evidence of delivery; (ii) the date and time of transmission if delivered by email; or (iii) three (3) business days after deposit in the United States Mail as required below. Notices delivered by mail must be deposited with the U.S. Postal Service and sent by certified mail return receipt requested with postage prepaid, and properly addressed to the intended recipient at the address set forth in Section 1.3 of this Agreement. Purchase and Sale Agreement Page 15 Any party may change its address for notice purposes by delivering written notice of its new address to all other parties in the manner set forth above. Section 11.2 Forms and Construction This Agreement is the result of negotiations between the parties, neither of whom has acted under any duress or compulsion, whether legal, economic or otherwise. Accordingly, the terms and provisions hereof shall be construed in accordance with their usual and customary meanings. Seller and Purchaser hereby waive the application of any rule of law which otherwise would be applicable in connection with the construction of this Agreement that ambiguous or conflicting terms or provisions should be construed against the party who (or whose attorney) prepared the executed Agreement or any earlier draft of the same. Section 11.3 Attorney's Fees The prevailing party in any final, non-appealable legal proceeding brought in relation to this Agreement or transaction shall be entitled to recover from the non-prevailing party court costs, reasonable attorneys' fees and all other reasonable litigation expenses. Section 11.4 Assignment Purchaser may not assign this Agreement without the prior written consent of Seller. Notwithstanding the foregoing, Purchaser may assign its rights under this Agreement to any affiliated entity which directly or indirectly controls, is controlled by or is under common control with Purchaser without the consent of Seller, on the condition that (i) Purchaser delivers written notice to Seller prior to such assignment, (ii) the assignee expressly assumes all of the obligations of Purchaser hereunder in a written agreement, and (iii) such written agreement is delivered to Seller prior to the Closing Date. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Section 11.5 Integration This Agreement contains the complete agreement between the parties with respect to the Property and cannot be varied except by written agreement oft the parties hereto. The parties agree that there are no oral or signed agreements, understandings, representations or warranties made by the parties which are not expressly set forth herein. Section 11.6 Survival Any warranty, representation, covenant, condition or obligation contained in this Agreement not otherwise consummated at the Closing will survive the Closing of this transaction for a period of one (1): year. Section 11.7 Binding Effect This Agreement shall inure to the benefit of and be binding upon the parties to this Agreement and their respective heirs, legal representatives, successors and assigns. Purchase and Sale Agreement Page 16 Section 11.8 Time for Performance Time is of the essence under each provision of this Agreement. If the last day of any time period under this Agreement or any date of performance hereunder falls upon a Saturday, Sunday or recognized holiday, such date will be deemed moved forward to the next day which is not a Saturday, Sunday or recognized holiday. Section 11.9 Business Day The term "business day" shall mean days elapsed exclusive of Saturday, Sunday or recognized holidays. Section 11.10 Governing Law This Agreement shall be construed under and governed by the laws of the State of Texas, and unless otherwise provided herein, all obligations of the parties created under this Agreement are to be performed in the county where the Property is located. Section 11.11 Severability If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the invalid, illegal or unenforceable provision shall not affect any other provisions, and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision is severed and deleted from this Agreement. Section 11.12 Counterparts This Agreement may be executed in a number of identical counterparts. Each counterpart is deemed an original and all counterparts shall, collectively, constitute one agreement. Executed documents transmitted by PDF or electronically shall be considered originals. Section 11.13 Gender; Number Unless the context requires otherwise, all pronouns used in this Agreement shall be construed to include the other genders, whether used in the masculine, feminine or neuter gender. Words in the singular number shall be construed to include the plural, and words in the plural shall be construed to include the singular. Section 11.14 Further Assurances The parties each agree that at any time, or from time to time, after the execution of this Agreement each party will, upon the request of the other party hereto, execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect fully the purposes oft this Agreement. Section 11.15 Immunity It is expressly understood and agreed that, in the execution of this Agreement, neither party has waived, nor shall be deemed hereby to have waived, any immunity, governmental, Purchase and Sale Agreement Page 17 sovereign and/or official, or defense that would otherwise be available to it against claims arising in the exercise of governmental powers and functions. By entering into this Agreement, the parties do not create any obligations, express or implied, other than those set forth herein. ARTICLE 12 ADDITIONAL TERMS Section 12.1 Gunter Independent School District Board Approval The parties hereto understand and agree that this Agreement is expressly conditioned on the ratification and approval by Seller's Board of Trustees of this Agreement and this transaction. If not provided prior to execution of this Agreement, Seller shall obtain such ratification and approval from its Board of Trustees within thirty (30) days after the Effective Date of this Agreement. Failure of this condition shall terminate this Agreement and this Agreement shall be null and void and shall be of no further force or effect, and all Earnest Money including the Independent Consideration shall be immediately returned to Purchaser. Section 12.2 Gunter City Council Approval The parties hereto understand and agree that this Agreement is expressly conditioned on the ratification and approval by the Gunter City Council of (1) this Agreement and (2) a Funding Agreement between the City of Gunter, Texas and the Gunter Economic Development Corporation ("GEDC") whereby by GEDC agrees to provide and City of Gunter agrees to accept funding of the Purchaser's purchase of the Property under this Agreement and (3) all necessary and related transactions. If the approvals required under this section 12.2 are not provided prior to execution of this Agreement, Purchaser shall obtain such ratification and approval from its City Council within thirty (30) days after the Effective Date of this Agreement. Failure of this condition shall terminate this Agreement and this Agreement shall be null and void and shall be of no further force or effect, and all Earnest Money including the Independent Consideration shall be immediately returned to Purchaser. [SIGNATURES APPEAR ONTHE FOLLOWING PAGES] Purchase and Sale Agreement Page 18 EXECUTED on the dates stated below, but to be EFFECTIVE on the Effective Date defined herein. SELLER: Date: GUNTER INDEPENDENT SCHOOL DISTRICT By: Name: Title: PURCHASER: Date: CITY OF GUNTER, TEXAS By: Karen Souther, Mayor Purchase and Sale Agreement Page 19 TITLE COMPANY, ACCEPTANCE The Title Company acknowledges receipt of the executed Agreement on 2025, at (a.m./p.m.) and agrees to act as the Title Company under the foregoing Agreement in accordance with the terms and conditions set forth in this Agreement. TITLE COMPANY: By: Name: Title: Attn: Phone: Email: Purchase and Sale Agreement Page 20 EXHIBIT "A" LEGAL DESCRIPTION A certain 1.00 acre parcel ofreal property located in the City of Gunter, Grayson County, Texas. Legal Owner Name Parcel ID Geo ID Legal Description Acreage OTP GUNTER, BLOCK 38, GUNTERISD 151917 GO02 5850090 LOT 13 THRU 18, 300 X 145 1.00 Purchase and Sale Agreement Page 21 EXHIBIT "A-1" DEPICTION OF THE LAND 5 ELu Purchase and Sale Agreement Page 22 EXHIBIT "B" SPECIAL WARRANTY DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THATTRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. STATE OF TEXAS KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF GRAYSON THAT, GUNTER INDEPENDENT SCHOOL DISTRICT ("Grantor") for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration in hand paid by City of Gunter, Texas ("Grantee"), the receipt and sufficiency of which is hereby acknowledged; has GRANTED, BARGAINED, SOLD and CONVEYED and by these presents does GRANT, BARGAIN, SELL and CONVEY unto Grantee that certain real property located in Grayson County, Texas, and being more particularly described in Exhibit WA" attached hereto and incorporated herein by this reference for all purposes, together with all and singular the improvements, buildings, structures and fixtures located thereon or attached thereto (the "Property"). Notwithstanding the foregoing, however, Grantor hereby reserves and excepts here from all oil, gas and other minerals in, on, under and that may be produced by the Property; provided, that Grantor hereby expressly releases and waives, on behalf of itself and its successors and assigns (and agrees that all future leases of or conveyances of any part of the oil, gas and other minerals reserved herein by Grantor shall be subject to and burdened by the following waiver of rights and automatically be deemed to include a contractual waiver by the lessee or grantee, as applicable), all rights of ingress and egress to enter upon the surface of the Property for purposes of exploring for, developing, drilling, producing, transporting, mining, treating, storing or any other purposes incident to the development or production ofthe oil, gas and other minerals reserved to Grantor (or owned or held by any other persons) as described hereinabove in, on, and under the Property. The foregoing provision shall be a covenant running with the Property binding upon any party owing any interest in, or rights to develop, the oil, gas and other minerals herein reserved by Grantor. However, nothing herein contained shall ever be construed to prevent Grantor, its successors and assigns from developing or producing the oil, gas, and other minerals reserved to Grantor as described hereinabove in, on, and under the Property by pooling, by directional drilling under the Property from well sites located on tracts other than the Property, or otherwise SO long as Grantor avoids physically entering upon the surface, injuring the subjacent support, or interfering with Grantee's use of the Property. The provisions hereof shall be binding upon and inure to the benefit of Grantor and Grantee and their respective successors and assigns. This conveyance is made and accepted subject to all those certain easements, covenants, restrictions and other matters more particularly described in Exhibit "B" attached hereto and Purchase and Sale Agreement Page 23 incorporated herein by this reference for all purposes, to the extent that same are valid and subsisting and affect the Property (the "Permitted Exceptions"). TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise 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 title to the Property unto Grantee, its 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, subject only, however, to the Permitted Exceptions. EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN THAT CERTAIN PURCHASE AND SALE AGREEMENT, DATED BY AND BETWEEN GRANTOR AND GRANTEE (THE TURCIASEAGREMINI), ITI IS UNDERSTOOD. AND AGREED THAT GRANTOR IS NOT MAKING ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE (OTHER THAN GRANTOR'S WARRANTY OF TITLE SET FORTH IN THE PURCHASE AGREEMENT OR HEREIN), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION, ABSENCE OF LATENT DEFECTS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY. EXCEPT AS EXPRESSLY PROVIDED IN THE PURCHASE AGREEMENT OR HEREIN, GRANTEE AGREES THAT WITH RESPECT TO THE PROPERTY, GRANTEE HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF GRANTOR OR GRANTOR'S REPRESENTATIVES. GRANTEE WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND RELY UPON SAME, AND, UPON RECEIPT OF THIS DEED, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, LATENT DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOTHAVE BEEN REVEALED BY GRANTEE'S INSPECTIONS AND INVESTIGATIONS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, GRANTEE AGREES TO TAKE WHATEVER ACTION AND PERFORM WHATEVER INVESTIGATIONS AND STUDIES GRANTEE DEEMS NECESSARY TO SATISFY. ITSELF ASTO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OF, OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO, ANY HAZARDOUS AND/OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY. GRANTEE ACKNOWLEDGES AND AGREES THAT UPON RECEIPT OF THIS DEED, GRANTEE SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS", WITH ALL FAULTS AND THERE ARE NO ORAL OR WRITTEN AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY GRANTOR OR ANY THIRD PARTY. FURTHER, GRANTEE HEREBY ACKNOWLEDGES TO GRANTOR THAT GRANTEE AND GRANTOR ARE NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION. [Signature page. follows] Purchase and Sale Agreement Page 24 IN WITNESS WHEREOF, Grantor has executed this Special Warranty Deed to be effective as ofthe day of 202 GRANTOR: GUNTER INDEPENDENT SCHOOL DISTRICT By: Name: Title: STATE OF TEXAS COUNTY OF BEFORE ME, the undersigned authority, a Notary Public, on this day personally appeared of Gunter Independent School District, who on his/her oath stated that s/he signed this instrument on behalf of Gunter Independent School District and as its act and deed after having been first duly authorized SO to do. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of 2025. Notary Public in and for the State of Texas My Commission Expires: After Recording Return to: Purchase and Sale Agreement Page 25 EXHIBIT A to Special Warranty Deed Legal Description of the Property [To Be. Attached] Purchase and Sale Agreement Page 26 EXHIBIT B to Special Warranty Deed The Permitted Exceptions [To Be Attached] 4899-3407-2584, v.3 Purchase and Sale Agreement Page 27 E I Yy 1o CITY COUNCIL MEETING GUNNERI March 6, 2025 EST. 1901 5:00 PM AGENDA ITEM #7 Discuss, consider, and act upon authorizing staff to review and approve All Plats except Preliminary Plats. AGENDA ITEM SUMMARY/BACKGROUND: PRESENTED BY: Karen Souther, Mayor Eric Wilhite, Director of Planning & Development FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments E CTYA 1 GUNGERI CITY COUNCIL MEETING EST.1 1901 March 6, 2025 5:00 PM AGENDA ITEM # 8 Discuss, consider, and act upon authorizing staff to move forward obtaining bids to engage contractual services for the replacement and installation of street poles and signage not to exceed the amount of$10,000 dollars. AGENDA ITEM SUMMARY/BACKGROUND Staffi is desiring authorization to secure contractual labor for the replacement of street poles and signage in the downtown area. The City does not have an internal labor force to perform these activities. PRESENTED BY: Adam Adams, Director of Parks & Public Services RECOMMENDATION: Staff recommends approval. FINANCIAL IMPACT: $10,000 LEGAL REVIEW: N/A ATTACHMENTS: N/A L CTTY OF CITY COUNCIL MEETING GUNGERI March 6, 2025 EST. 1901 5:00 PM AGENDA ITEM #9 Discuss, consider, and act upon Consent to Creation of Political Subdivision in the ETJ general know as Greenbrier Hills Municipal Utility District (MUD). AGENDA ITEM SUMMARY/BACKGROUND: PRESENTED BY: Karen Souther, Mayor Eric Wilhite, Director of Planning & Development Courtney Morris, City Attorney FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments RELEIVED DEC - 9 2024 WINSTEAD Austin I Charlotte - Dallas Fort Worth Houston : Nashville New York San Antonio . The Woodlands 2728 N. Harwood Street 214.745.5400 OFFICE Suite 500 214.745.5390 FAX Dallas, TX 75201 winstead.com Juanita Downell direct dial: 214-745-5197 December 9, 2024 Via Hand Delivery Ms. Detra Gaines Gunter City Secretary's Office 105 N. 4th Street Gunter, Texas 75058 Re: Petition for Consent to Creation of Political Subdivision in the Extraterritorial Jurisdiction of the City of Gunter, Texas ("Petition") Dear City Secretary: Please find enclosed one original and one copy ofthe Petition. The original is for your records and the other Petition is to be file-stamped "received" with the date and return to the courier. Thank you for your assistance. Sincerely, Duantu A Juahita Downell Public Finance - Legal Assistant ljd Enclosures 4914-7983-7189v.1 69117-105-7925v.1 69117-1 WINSTEAD PC I ATTORNEYS PETITION FOR CONSENT' TO CREATION OF POLITICAL SUBDIVISION INTHE EXTRATERRITORIAL JURISDICTION OF THE CITY OF GUNTER, TEXAS THE STATE OF TEXAS COUNTY OF GRAYSON TO THE HONORABLE MAYOR AND CITY COUNCIL OF THE CITY OF GUNTER: The undersigned petitioner (herein the "Petitioner", whether one or more), being a majority of the persons who hold title to land(s) situated within the area hereinafter described, which represents a total value of more than 50% oft the value of all such area, and being a majority in value of the holders of title ofthe land within said area as indicated by the tax rolls ofthe Grayson Central Appraisal District, acting pursuant to the applicable provisions of the Texas Water Code, as amended, and Section 42.042, Texas Local Government Code, together with all amendments and additions thereto, respectfully petitions this Honorable Body for consent to the creation ofa conservation and reclamation district and political subdivision of the State of Texas under Article XVI, Section 59 and Article III, Section 52 of the Texas Constitution within the extraterritorial jurisdiction of the City of Gunter, Texas (the "City"), and would respectfully show the following: I. The name of the proposed district shall be "Greenbrier Hills Municipal Utility District ofGrayson County" (the "District"). Thereis no other conservation ori reclamation district in Grayson County, Texas with the same name. II. The District shall be created and organized and shall exist under the terms and provisions of Article XVI, Section 59 and Article II, Section 52 ofthe Texas Constitution and Chapters 49 and 54 of the Texas Water Code, as amended, together with all amendments and additions thereto. III. The land sought to be served by the City of Gunter contains approximately 492.591 acres ofland, more or less, and lies wholly within Grayson County, Texas, described by metes and bounds in Exhibit "A". No part of said area is within the limits of any incorporated city or town. Under the provisions ofSections 42.101-05, Local Government Code, as amended, no part of said area is located within the extraterritorial jurisdiction of any incorporated city or town. Any area that was previously within the extraterritorial jurisdiction of any incorporated city or town, including a portion ofwhich that was previously in the extraterritorial, jurisdiction ofGunter, has been removed by petition in accordance with Sections 42.101-05, Local Government Code, as amended, and is now wholly outside of any incorporated city or town's extraterritorial jurisdiction. Anyi incorporated city or town which previously held extraterritorial jurisdiction over said area, including the City of Gunter, either released the area from the extraterritorial jurisdiction by formal action or did not respond within the statutory period found in Section 42.105(d), Local Government Code, resulting in said area being released from the extraterritorial jurisdiction by operation oflaw. Petitioner makes no representation that said area is within or will return to the extraterritorial jurisdiction of any incorporated city or town by the filing oft this Petition. IV. The undersigned constitute the current sole landowners of the property to be included within the District. V. The District shall be created for all ofthe purposes set forth in Article XVI, Section 59 and Article III, Section 52, Texas Constitution; Chapters 49 and 54, Texas Water Code, as amended; and purposes and authority subsequently acquired and approved for roadways by Chapter 54, Water Code or other applicable law. VI. The general nature of the work proposed to be done by the District at the present time is the construction, maintenance and operation of a waterworks system, including the purchase and sale of water, for domestic and commercial purposes; the construction, maintenance and operation of a sanitary sewer collection, treatment and disposal system, for domestic and commercial purposes; the construction, installation, maintenance, purchase and operation of drainage and roadway facilities and improvements; and the construction, installation, maintenance, purchase and operation of facilities, systems, plants and enterprises of such additional facilities as shall be consonant with the purposes for which the District is organized. VII. There is a necessity for the improvements described above for the following reasons: The area oft the District is urban in nature and is in close proximity to populous and developed sections of Grayson County. The District's area will, within the immediate future, experience a substantial and sustained residential and commercial growth. Said area is not supplied with adequate water and sanitary sewer facilities and services or with adequate drainage facilities and does not have adequate fire suppression facilities, parks and recreational land and facilities, or roads or improvements in aid thereof. The health and welfare of the future inhabitants of the area and of territories adjacent thereto require the installation and acquisition of an adequate water supply and sewage disposal system, an adequate drainage system for and within the area of the District, adequate fire suppression facilities, adequate parks and recreational land and facilities, and roads or improvements in aid thereof. A public necessity exists for the organization of such District to provide for the purchase, construction, extension, improvement, maintenance and operation of such waterworks and sanitary sewer system, such drainage facilities, such fire suppression facilities, parks and recreational land and facilities, and roads or improvements in aid thereof, in order to promote and protect the purity and sanitary condition of the State's waters and the public health and welfare ofthe community. VIII. Said proposed improvements are practicable and feasible, in that the terrain of the territory to be included in the District is ofs such a nature that a waterworks, sanitary sewer, drainage, storm sewer and roadway system can be constructed at a reasonable cost, currently estimated at $110,000,000.00 with reasonable ad valorem tax and assessment rates and water and sewer rates, and said territory will be developed for residential and commercial purposes. The District shall be designated a noncity service district in the meaning of Section 54.106, Texas Water Code, as the District does not currently propose to connect to the City's water or sewer system or propose to contract with regional water and wastewater facilities serving the area within the District, as oft the date this Petition is filed. WHEREFORE, the undersigned respectfully pray that this Petition be granted in all respects and that the City ofGunter giveits written consent to the creation ofthe District, and for such other orders, acts, procedure and relief as are proper and necessary and appropriate to the purpose of creating and organizing the District and to the execution of the purposes for which the District shall be organized. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK RESPECTFULLY SUBMITTED this N day ofDevnbs 2024. PETITIONER Four B Investments, Ltd. a' Texas limited partnership by: BCBH Management, LLC its General Partner by: Charles R. Biddle Manager THE STATE OF TEXAS COUNTY OF DACLAS This instrument was acknowledged before me on this day, December 2, 2024, by Charles R. Biddle, Manager of BCBH Management, LLC, a Texas limited liability company, as the General Partner of Four B Investments, Ltd., a Texas limited partnership, on behalf of said company and partnership.c B / Ve Lynda M Anderson State of' Texas My Commission Expires Notay/Public, 03/15/2025 IDI No. 7074514 (SEAL) VAA - EXHIBIT A LEGAL DESCRIPTION MUD DISTRICT (492.591 ACRES) BEING a parcel ofland located in Grayson County, Texas, a part of the George H. Hale Survey, Abstract Number 497, a part ofthe Page Stanley Survey, Abstract Number 1116, being all of that called 151.651 acre tract of] land described in deed to Four B Investments, LTD as recorded in Document Number 2012-4948, Official Public Records ofGrayson County, Texas, being all ofthat called 119.772 acre tract ofland described in deed to Four B Investments, LTD as recorded in Document Number 2006-31480, Official Public Records of Grayson County, Texas, being all ofthat called 145.8 acre tract ofland described in deed to Four B Investments, LTD as recorded in Document Number 2006- 31481, Official Public Records ofGrayson County, Texas, and being all ofthat called 75.000 acre tract ofland described in deed to Four B Investments, LTD as recorded in Document Number 2010-10641, Official Public Records of Grayson County, Texas, and being further described as follows: BEGINNING at a five-eighths inch iron rod found at the northwest corner of said 151.651 acre tract, said point being the most easterly northeast corner oft that tract ofland described in City of Gunter Ordinance Number 060629-2; THENCE North 89 degrees 30 minutes 21 seconds East, 2,356.42 feet to a point at the northeast corner of said 151.651 acre tract, said point also being in the west right-of-way line ofF.M. Highway Number 121; THENCE South 00 degrees 56 minutes 31 seconds East, 1,863.34 feet along the west right-of-way line ofF.M. Highway Number 121 to a point for corner, said point also being in the north line of a 20 foot wide: roadway access to Elliot Cemetery; THENCE along the common lines of said 151.651 acre tract and the north line of said 20 foot wide roadway access as follows: South 89 degrees 33 minutes 39 seconds West, 1,201.89 feet to a point for corner; Northwesterly, 23.29 feet along a curve to the right, having a central angle of30 degrees 52: minutes 20 seconds, a radius of4 43.22 feet, a tangent of11.93 feet, and whose chord bears North 75 degrees 00 minutes 15 seconds West, 23.01 feet to a point for corner; North 59 degrees 35 minutes 35 seconds West, 488.43 to a point for corner; Northwesterly, 309.54 feet along a curve to the left, having a central angle of15 degrees 17 minutes 20 seconds, a radius of1,160.00 feet, a tangent of155.69 feet, and whose chord bears North 67 degrees 14 minutes 16 seconds West, 308.62 feet to a point for corner in the east line of that tract ofl land described in deed to Elliot Cemetery Association as recorded in Volume 5083, Page 845, Official Public Records of Grayson County, Texas; THENCE along the common lines of said 151.651 acre tract and said Elliot Cemetery tract as follows: North 04 degrees 27 minutes 01 seconds West, 318.55 feet to a point at the northeast corner of said Elliot Cemetery; North 89 degrees 55 minutes 28 seconds West, 259.82 feet to a point at the northwest corner of said Elliot Cemetery; South 04 degrees 25 minutes 28 seconds East, 235.00 feet to a point for corner; South 02 degrees 50: minutes 18 seconds East, 202.51 feet to a point at the southwest corner ofs said Elliot Cemetery; North 89 degrees 15 minutes 37 seconds East, 165.82 feet to a point for corner; South 72 degrees 35 minutes 34 seconds East, 107.03 feet to a point at the southeast corner of said Elliot Cemetery; North 04 degrees 27 minutes 01 seconds West, 127.71 feet to aj point for corner, said point being in the south line of said 20 foot wide roadway access strip: THENCE along the common lines of said 151.651 acre tract and the south line of said 20 foot wide roadway access as follows: Southeasterly, 297.08 feet along a curve to the right, having a central angle of 14 degrees 55 minutes 52 seconds, a radius of1,140.00 feet, a tangent of 149.39 feet, and whose chord bears South 67 degrees 03 minutes 32 seconds East, 296.24 feet to a point for corner; South 59 degrees 35 minutes 35 seconds East, 488.45 feet to a point for corner; Southeasterly, 34.04 feet along a curve to the left, having a central angle of30 degrees 51 minutes 00 seconds, a radius of 63.22 feet, a tangent of1 17.44 feet, and whose chord bears South 75 degrees 00: minutes 58 seconds East, 33.63 feet to a point for corner, said point being in the west line of that tract ofland described in deed to the Cheryl Lynn Baylie Trust as recorded in Document Number 2019-29467, Official Public Records of Grayson County, Texas; THENCE South 01 degrees 00 minutes 42 seconds East, 503.11 feet along a west line of said 151.651 acre tract to the southwest corner of said Cheryl Lynn Baylie Trust tract, said point also being in the north line of said 145.8 acre tract; THENCE along the common lines ofs said 145.8 acre tract and the said Cheryl Lynn Baylie Trust tract as follows: South 73 degrees 12 minutes 22 seconds East, 395.00 feet to the southeast corner of said Cheryl Lynn Baylie Trust tract; North 16 degrees 21 minutes 50 seconds East, 647.76 feet to a point for corner, said point being in the south line of said 20 foot wide roadway access strip; THENCE North 89 degrees 33 minutes 39 seconds East, 632.51 feet along the south line of said 20 foot wide roadway access to a point at the most northerly northeast corner of said 145.8 acre tract; THENCE along the east line of said 145.8 acre tract as follows: South 00 degrees 54 minutes 50 seconds East, 169.02 feet to a point for corner; Southeasterly, 175.34 feet along a curve to the left, having a central angle of16 degrees 39 minutes 41 seconds, a radius of 602.96 feet, a tangent of8 88.29 feet, and whose chord bears South 09 degrees 14 minutes 40 seconds East, 174.72 feet to a point for corner; South 00 degrees 32 minutes 55 seconds East, 1,163.78 feet to a point for corner; South 89 degrees 36 minutes 04 seconds East, 885.45 feet to a point for corner, said point being the most easterly northeast corner of said 145.8 acre tract. said point also being in the west line of Muncy Road; South 00 degrees 44 minutes 05 seconds West, 1,129.97 feet along the west line ofMuncy Road to the southeast corner of said 145.8 acre tract, said point also being in the approximate centerline of Stanley Creek; THENCE along the south line of said 145.8 acre tract and the approximate centerline of Stanley Creek as follows: North 76 degrees 44 minutes 50 seconds West, 55.31 feet to a point for corner; South 61 degrees 54 minutes 17 seconds West, 72.23 feet to aj point for corner; South 67 degrees 20 minutes 03 seconds West, 174.18 feet to a point for corner; North 44 degrees 34 minutes 33 seconds West, 91.61 feet to a point for corner; North 27 degrees 08 minutes 31 seconds West, 180.56 feet to a point for corner; North 65 degrees 54 minutes 55 seconds West, 161.66 feet to a point for corner, North 78 degrees 23 minutes 04 seconds West, 390.56 feet to a point for corner; South 74 degrees 43 minutes 25 seconds West, 226.20 feet to a point for corner; North 87 degrees 15: minutes 31 seconds West, 107.60 feet to a point for corner; North 67 degrees 50 minutes 59 seconds West, 101.69 feet to a point for corner; North 63 degrees 14: minutes 45 seconds West, 201.83 feet to a point for corner; South 78 degrees 17 minutes 52 seconds West, 60.38 feet to a point for corner; South 55 degrees 28 minutes 02 seconds West, 151.59 feet to a point for corner; South 38 degrees 35 minutes 49 seconds West, 66.60 feet to aj point for corner; North 64 degrees 56 minutes 22 seconds West, 166.09 feet to a point for corner; North 77 degrees 45: minutes 03 seconds West, 213.55 feet to a point for corner; North 36 degrees 55 minutes 46 seconds West, 125.06 feet to a point for corner; South 88 degrees 43 minutes 27 seconds West, 105.77 feet to a point for corner; South 20 degrees 44 minutes 48 seconds West, 110.47 feet to a point for corner; South 53 degrees 01 minutes 49 seconds West, 57.80 feet to a point for corner; South 89 degrees 09 minutes 44 seconds West, 123.36 feet to a point for corner; South 48 degrees 45 minutes 26 seconds West, 476.06 feet to a point for corner in a lake, said point being the southwest corner of said 145.8 acre tract, said point also being the southeast corner of said 75.000 acre tract; THENCE along the south line of said 75.000 acre tract as follows: South 57 degrees 45 minutes 57 seconds West, 828.80 feet to a point for corner in a lake; South 89 degrees 11 minutes 44 seconds West, 2,179.83 feet to a point for corner; South 00 degrees 49 minutes 15 seconds East, 1,151.84 feet to a point at the most southerly southeast corner of said 75.000 acre tract, said point also being in the approximate centerline of Burke Road; THENCE South 89 degrees 11 minutes 44 seconds West, 390.08 feet along the approximate centerline of Burke Road to a point at the most southerly southwest corner ofs said 75.000 acre tract; THENCE North 00 degrees 49 minutes 15 seconds West, 1,240.38 feet to a point at the most westerly northwest corner of said 75.000 acre tract, said point also being the southwest corner of said 119.772 acre tract; THENCE North 01 degrees 15 minutes 27 seconds West, 1,408.80 feet to a one-halfinch iron rod found for corner in the west line of said 119.772 acre tract, said point also being in the east line of said City of Gunter City Limits per Ordinance Number 060629-2; THENCE North 00 degrees 17 minutes 06 seconds West, 1,897.02 feet along the east line of said City of Gunter City Limits per Ordinance Number 060629-2 to a point at the: most westerly northwest corner of said 151.651 acre tract; THENCE along the common lines of said City of Gunter City Limits per Ordinance Number 060629-2 and said 151.651 acre tract as follows: North 89 degrees 13 minutes 44 seconds Bast, 2,134.10 feet to a point for corner; North 16 degrees 51 minutes 03 seconds East, 186.80 feet to a point for corner; North 89 degrees 11 minutes 27 seconds East, 433.77 feet to a one-half: inch iron rod found for corner; North 12 degrees 27 minutes 01 seconds West, 711.08 feet to a metal fence corner post found for corner; North 83 degrees 43 minutes 48 seconds East, 455.35 feet to a five-eighths inch iron rod found for corner; North 01 degrees 51 minutes 14 seconds West, 664.60 feet to the POINT OF BEGINNING and containing 21,457,246 square feet or 492.591 acres ofland. BASIS OF BEARING: THE BASIS OF BEARING IS BASED ON THE COORDINATE SYSTEM (NORTH CENTRAL ZONE 4202 STATE PLANE COORDINATES, NAD83). DISTANCES SHOWN HEREON ARE SURFACE DISTANCES WITH A SCALE FACTOR FROM GRID TO SURFACE OF 1.00012. THIS DOCUMENT WAS PREPARED UNDER 22 TAC 663.23, DOES NOT REFLECTTHE RESULTS OF AN ON THE GROUND SURVEY, AND IS NOT TO BE USED TO CONVEY OR ESTABLISH INTERESTS IN REAL PROPERTY EXCEPT THOSE RIGHTS AND INTERESTS IMPLIED OR ESTABLISHED BY THE CREATION OR RECONFIGURATION OF THE BOUNDARY OF THE POLITICAL SUBDIVISION FOR WHICH IT WAS PREPARED. MAR - 8 2024 WINSTEAD Austin I Charlotte I Dallas Fort Worth - Houston I San Antonio The Woodlands 2728 N. Harwood Street 214.745.5400 OFFICE Suite 500 214.745.5390 FAX Dallas, Texas 75201 winstead.com Joey Nash direct dial: 214.745.5433 jnash@winstead.com March 7, 2024 Via Hand Delivery Gunter City Secretary Attn: Ms. Detra Gaines 105 N. 4th Street Gunter, Texas 75058 RE: Petition for Release of Area Dear City Secretary: Enclosed please find one (1) Original and one (1) copy of the Petition for Release of Area from Extraterritorial Jurisdiction. Could you please file-stamp copy "received" with the date and return the stamped copy to the courier. Thank you for your time and assistance. Sincerely, agarh Joey Nash Public Finance Legal Assistant Enclosures WINSTEAD PC I ATTORNEYS RECEIVED MAR -8 2024 PETITION FOR RELEASE OF AREA FROMTHE EXTRATERRITORIAL JURISDICTION THE STATE OF TEXAS COUNTY OF GRAYSON S TO THE HONORABLE MAYOR AND CITY COUNCIL OFTHE CITY OF GUNTER, TEXAS: The undersigned (hereinafter called "Petitioner"), being an owner of a majority in value of land(s) situated within the area hereinafter described, which represents a total value of more than 50% of the value of all such area as indicated by the tax rolls oft the Grayson Central Appraisal District, acting pursuant to Section 42.102 of the Texas Local Government Code, as amended, hereby respectfully petitions the City of Gunter, Texas (hereinafter called the "City"), for the removal of the area described in Exhibit A and depicted in Exhibit A-1 herein (the "Property") from the extraterritorial jurisdiction (the "ETJ") of the City. In support of this Petition, Petitioner would respectfully show: I. Petitioner has authority, pursuant to Section 42.102(b), Texas Local Government Code, to file this Petition as the owner(s) oft the majority in value of an area of land in the City's ETJ. II. This Petition is signed by a majority in value of the holders of title of land in the area described by this Petition, as indicated by the tax rolls of the Grayson Central Appraisal District and evidenced by proof attached as Exhibit B. III. This Petition has satisfied the signature requirements described by Sections 42.103 and 42.104(a), Texas Local Government Code, and Chapter 277, Election Code, not later than the 180th day after the date the first signature for the Petition is obtained. IV. The signature(s) collected for this Petition is in writing, pursuant to Section 42.104(C), Texas Local Government Code. V. The Property is located in Grayson County, Texas, and totals approximately 412.009 acres, as described in Exhibit A, all of which is located within the extraterritorial jurisdiction ofthe City and, to the best of the Petitioner's knowledge, is not subject to any of the exceptions from applicability described in Section 42.101, Texas Local Government Code. VI. This Petition shall be verified by the City Secretary of the City or other person at the City responsible for verifying signatures. VII. The City must notify the residents and landowners of the Property of the results of the Petition, which notification requirement may be satisfied by notifying the Petitioner in writing. VIII. Because this Petition contains the: number of signatures required by Section 42.104, Texas Local Government Code, to release the Property from the City's ETJ, the City shall immediately release the Property from its ETJ, pursuant to Section 42.105(c), Texas Local Government Code. Should the City fail to take action to release the Property by the later of (i) 45 days after the date the City receives this Petition or (ii) the next meeting of the City's governing body that occurs after the 30th day after the date the City's receives this Petition, the Property shall be: released from the ETJ by operation oflaw, pursuant to Section 42.105(d), Texas Local Government Code. WHEREFORE, PREMISES CONSIDERED, Petitioner prays that: (a) this Petition be filed with the City Secretary ofthe City ofGunter, Texas, and that, thereafter, the Property be: removed from the ETJ of the City, in the manner provided by law, including Sections 42.102-105, Texas Local Government Code, as amended; (b) that this Petition be granted, and that it and the City's action thereon be filed of record and be recorded in the Office of the City Secretary of Gunter, Texas; and (c) that Petitioner have such other order and relief to which they may show itself entitled. [Remainder of Page Intentionally Blank) RESPECTFULLY SUBMITTED this day ofMarch, 2024. PETITIONER Four B Investments, Ltd. a' Texas limited partnership by: BCBH Management, LLC its General Partner by: Charles R. Biddle Manager Bx: Name: Charles R. Biddle Date ofBirth: 21 119s3 Address: 174 54 DAEAS,TX 75875 Date ofSigning: THE STATE OF TEXAS S COUNTY OF DALLAS $ This instrument was acknowledged before me on this day, March L 2024, by Charles R. Biddle, Manager of BCBH Management, LLC, a Texas limited liability company, as the General Partner of Four B Investments, Ltd., a Texas limited partnership, on behalf of said company and partnership. A Lynda M Anderson dabusns My Commission Expires lotary' Pyblic, State of Texas 03/15/2025 IDNo. 7074514 (SEAL) EXHIBIT A A" LEGAL DESCRIPTION OF AREA TO BE REMOVED FROM THE EXTRATERRITORIAL JURISDICTION [Please See Attached] LEGAL DESCRIPTION (412.009 ACRES) BEING aj parcel ofland located in Grayson County, Texas, a part of the George H. Hale Survey, Abstract Number 497, a part of the Page Stanley Survey, Abstract Number 1116, being all of that called 151.651 acre tract ofl land described in deed to Four B Investments, LTD as recorded in Document Number 2012-4948, Official Public Records of Grayson County, Texas, being all of that called 119.772 acre tract ofland described in deed to Four B Investments, LTD as recorded in Document Number 2006-31480, Official Public Records of Grayson County, Texas, being a part oft that called 145.8 acre tract ofland described in deed to Four B Investments, LTD as recorded in Document Number 2006-31481, Official Public Records of Grayson County, Texas, and being a part of1 that called 75.000 acre tract of land described in deed to Four B Investments, LTD as recorded in Document Number 2010-10641, Official Public Records of Grayson County, Texas, and being further described as follows: BEGINNING at a five-eighths inch iron rod found at the northwest corner of said 151.651 acre tract, said point being the most easterly northeast corner of that tract ofland described in City of Gunter Ordinance Number 060629-2; THENCE North 89 degrees 30 minutes 21 seconds East, 2,356.42 feet to a point at the northeast corner of said 151.651 acre tract, said point also being in the west right-of-way line ofF.M. Highway Number 121; THENCE South 00 degrees 56 minutes 31 seconds East, 1,863.34 feet along the west right-of- way line ofF.M. Highway Number 121 to a point for corner, said point also being in the north line of a 20 foot wide roadway access to Elliot Cemetery; THENCE along the common lines of said 151.651 acre tract and the north line of said 20 foot wide roadway access as follows: South 89 degrees 33 minutes 39 seconds West, 1,201.89 feet to a point for corner; Northwesterly, 23.29 feet along a curve to the right, having a central angle of30 degrees 52 minutes 20 seconds, a radius of43.22 feet, a tangent of 11.93 feet, and whose chord bears North 75 degrees 00 minutes 15 seconds West, 23.01 feet to a point for corner; North 59 degrees 35 minutes 35 seconds West, 488.43 to a point for corner; Northwesterly, 309.54 feet along a curve to the left, having a central angle of 15 degrees 17 minutes 20 seconds, a radius of 1,160.00 feet, a tangent of 155.69 feet, and whose chord bears North 67 degrees 14 minutes 16 seconds West, 308.62 feet to a point for corner in the east line of that tract ofland described in deed to Elliot Cemetery Association as recorded in Volume 5083, Page 845, Official Public Records of Grayson County, Texas; THENCE along the common lines of said 151.651 acre tract and said Elliot Cemetery tract as follows: North 04 degrees 27 minutes 01 seconds West, 318.55 feet to a point at the: northeast corner of said Elliot Cemetery; North 89 degrees 55 minutes 28 seconds West, 259.82 feet to a point at the northwest corner of said Elliot Cemetery; South 04 degrees 25 minutes 28 seconds East, 235.00 feet to a point for corner; South 02 degrees 50 minutes 18 seconds East, 202.51 feet to a point at the southwest corner of said Elliot Cemetery; North 89 degrees 15 minutes 37 seconds East, 165.82 feet to a point for corner; South 72 degrees 35 minutes 34 seconds East, 107.03 feet to a point at the southeast corner of said Elliot Cemetery; North 04 degrees 27 minutes 01 seconds West, 127.71 feet to a point for corner, said point being in the south line of said 20 foot wide roadway access strip: THENCE along the common lines of said 151.651 acre tract and the south line of said 20 foot wide roadway access as follows: Southeasterly, 297.08 feet along a curve to the right, having a central angle of14 degrees 55 minutes 52 seconds, a radius of1,140.00 feet, a tangent of149.39 feet, and whose chord bears South 67 degrees 03 minutes 32 seconds East, 296.24 feet to a point for corner; South 59 degrees 35 minutes 35 seconds East, 488.45 feet to aj point for corner; Southeasterly, 34.04 feet along a curve to the left, having a central angle of 30 degrees 51 minutes 00 seconds, a radius of 63.22 feet, a tangent of 17.44 feet, and whose chord bears South 75 degrees 00 minutes 58 seconds East, 33.63 feet to a point for corner, said point being in the west line of that tract ofland described in deed to the Cheryl Lynn Baylie Trust as recorded in Document Number 2019-29467, Official Public Records of Grayson County, Texas; THENCE South 01 degrees 00 minutes 42 seconds East, 503.11 feet along a west line of said 151.651 acret tract to the southwest corner of said Cheryl Lynn Baylie Trust tract, said point also being in the north line of said 145.8 acre tract; THENCE along the common lines of said 145.8 acre tract and the said Cheryl Lynn Baylie Trust tract as follows: South 73 degrees 12 minutes 22 seconds East, 395.00 feet to the southeast corner of said Cheryl Lynn Baylie Trust tract; North 16 degrees 21 minutes 50 seconds East, 647.76 feet to a point for corner, said point being in the south line of said 20 foot wide roadway access strip; THENCE North 89 degrees 33 minutes 39 seconds East, 632.51 feet along the south line of said 20 foot wide roadway access to aj point at the most northerly northeast corner of said 145.8 acre tract, said point also being in the east line of City ofGunter ETJ; THENCE along the east line ofCity ofGunter ETJ as follows: South 22 degrees 07 minutes 40 seconds West, 573.05 feet to a point for corner; Southwesterly, 2,442.11 feet along a curve to the right, having a central angle of 53 degrees 00 minutes 03 seconds, a radius of2,640 feet, a tangent of1,316.28 feet, and whose chord bears South 48 degrees 24: minutes 50 seconds West, 2,355.96 feet to a point for corner; Southwesterly, 789.26 feet along a curve to the right, having a central angle of17 degrees 07 minutes 45 seconds, a radius of2,640 feet, a tangent of 397.60 feet, and whose chord bears South 72 degrees 08 minutes 14 seconds West, 786.32 feet to a point for corner; Southwesterly, 867.66 feet along a curve to the right, having a central angle of18 degrees 49 minutes 51 seconds, a radius of2,640.00 feet, a tangent of 437.78 feet, and whose chord bears South 24 degrees 19 minutes 57 seconds West, 863.76 feet to a point for corner, said point being in the south line of said 75.000 acre tract; THENCE South 89 degrees 11 minutes 44 seconds West, 1,773.07 feet to a point at an interior ell corner of said 75.000 acre tract; THENCE South 00 degrees 49 minutes 15 seconds East, 1,151.84 feet to a point at the most southerly southeast corner of said 75.000 acre tract, said point also being in the approximate centerline ofBurke Road; THENCE South 89 degrees 11 minutes 44 seconds West, 390.08 feet along the approximate centerline of Burke Road to a point at the most southerly southwest corner of said 75.000 acre tract; THENCE North 00 degrees 49 minutes 15 seconds West, 1,240.38 feet to a point at the most westerly northwest corner of said 75.000 acre tract, said point also being the southwest corner of said 119.772 acre tract; THENCE North 01 degrees 15 minutes 27 seconds West, 1,408.80 feet to a one-half inch iron rod found for corner in the west line of said 119.772 acre tract, said point also being in the east line of said City of Gunter City Limits per Ordinance Number 060629-2; THENCE North 00 degrees 17 minutes 06 seconds West, 1,897.02 feet along the east line of said City of Gunter City Limits per Ordinance Number 060629-2 to a point at the most westerly northwest corner of said 151.651 acre tract; THENCE along the common lines of said City of Gunter City Limits per Ordinance Number 060629-2 and said 151.651 acre tract as follows: North 89 degrees 13 minutes 44 seconds East, 2,134.10 feet to aj point for corner; North 16 degrees 51 minutes 03 seconds East, 186.80 feet to a point for corner; North 89 degrees 11 minutes 27 seconds East, 433.77 feet to a one-halfi inch iron rod found for corner; North 12 degrees 27 minutes 01 seconds West, 711.08 feet to a metal fence corner post found for corner; North 83 degrees 43 minutes 48 seconds East, 455.35 feet to a five-eighths inch iron rod found for corner; North 01 degrees 51 minutes 14 seconds West, 664.60 feet to the POINT OF BEGINNING and containing 17,947,103 square feet or 412.009 acres of land. BASIS OF BEARING: THE BASIS OF BEARING IS BASED ON THE COORDINATE SYSTEM (NORTH CENTRAL ZONE 4202 STATE PLANE COORDINATES, NAD83). DISTANCES SHOWN HEREON ARE SURFACE DISTANCES WITH A SCALE FACTOR FROM GRID TO SURFACE OF 1.00012. THIS DOCUMENT WAS PREPARED UNDER 22 TAC 663.23, DOES NOT REFLECT THE RESULTS OF AN ON THE GROUND SURVEY, AND IS NOT TO BE USED TO CONVEY OR ESTABLISH INTERESTS IN REAL PROPERTY EXCEPT' THOSE RIGHTS AND INTERESTS IMPLIED OR ESTABLISHED BY THE CREATION OR RECONFIGURATION OF THE BOUNDARY OF THE POLITICAL SUBDIVISION FOR WHICH IT WAS PREPARED. EXHBIT 66 A-1" DEPICTION OF AREA TO BE REMOVED FROM THE EXTRATERRITORIAL JURISDICTION [Please See Attached] à à - GMPNET FM. HIGHWAY NO. 121. 27275 : cmy oF "SE CA ETER CRAPHIE CE NO. 0e08302 s E B MGMINAP I T - E 6 IR B E5 E 5 a Kv - XE wt u pia D E POB. N3CIE 42 EH E ELRXE H € - - 8 - - - E 34 ABE 2 55 SIAET H4E a MERS ETNATE 1 - a ESpS VA A - E DCRE 00 - = emy ouT ITE MIESTATE MeSTIZrE 417 - mo. 000620-2 341 8 -i - a9 201 I a - - 3 E SAuow A E - " E -X - 2 *****XXXX M EEAAEAEE 3 ETAE: = ARE y EA" AS - E VE - "APSRSS : 39S A , E E MA oc E CA-2,31586 STAMLEY GATRAE e ARTC 000 B - svo0 ESA PDR FDA : Es 7.78 asrw 17107 - 57 & - - BURKE ROAD aI 08 Eas 214 saoe : TA 5 PERly- E EE o 412.009 ACRES-GUNTER ETJ REMOVAL SURVE STRACT 497 Faioor JB EES SANAV SURVEY TRACT 1116 FOUR B INVESTMENT PROPERTY PARTNERS ers 500 E THRSHA DAR Groyson County, Texas EXHIBIT "B" PROOF OF OWNERSHIP OF AREA TO BE REMOVED FROM THE EXTRATERRITORIAL JURISDICTION [Please See Attached] $ : Aer Cs 6 a IB NHOF 2205 V E 3 - SIEldr A3T INVISW SS60-V GOI-V H 6 MSSVE AE AAIS 691449 Es 123 A6 pab-sis - € a 1 a 5 a € a DuncyRa h € A E E YO CITY COUNCIL MEETING GUNGERI March 6, 2025 EST. 1901 5:00 PM AGENDA ITEM #10 Discuss, consider, and act upon accepting a Letter of Resignation from Kristopher Atkinson from EDC and MDD Board Place 4, and appoint new MDD Board Member for Place 4. AGENDA: ITEM SUMMARY/BACKGROUND: PRESENTED BY: Karen Souther, Mayor FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments Detra Gaines From: Kristofer Atkinson Sent: Thursday, February 27, 2025 5:50 PM To: Karen Souther; Detra Gaines Subject: Atkinson, Kristofer Sadly, I must resign as EDC President and a board member. It's been an honor serving our great community and be able to work with the city staff, Mayor, City Council, and the great people that make up the EDC board. wish you all success and thank you for making Gunter the great community that it is. Respectfully, Kristofer Atkinson City of Gunter EDC - President 1 E Y 1 39 CITY COUNCIL MEETING GUNGAER March 6, 2025 EST. 1901 5:00 PM AGENDA ITEM #11 Discuss, consider, and act upon authorizing staff to move forward with D & M Commercial Leasing for three (3) emergency services vehicles. AGENDA ITEM SUMMARY/BACKGROUND: PRESENTED BY: Karen Souther, Mayor Danny Jones, Police Chief FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments ) & COMMERCIAL Open-End (Equity) Lease Quote Quote: 28153 LEASING Prepared For: Gunter PD Date: 02/05/2025 Unit#: 28153 Unit: 2024 Chevrolet Trucks TAHOE 4WD 4dr Wgn LS Order Type: In Stock Term: 60 State: TX Customer#: 7778 Schedule#: 0.00 56822.01 Capitalized Cost of Vehiclel All language and acknowledgements contained in the signed quote apply to 0.00 Up Front Sales Tax Rate 0.0625 State TX all vehicles ordered under this signed quote 400.00 Initial License and Registration! Fees 26200.00 Added Equipment (See Pagez 2) Order Information 0.00 AcquisitionFee Driver 0.00 Other CapitalizedFees) Tax ExtColor 0.00 on Gain on Prior Vehicle IntColor 0.00 Inventory" Tax Extended License 0.00 ServiceContract Gross GVWR 0 83422.01 Capitalized Cost LESS: 0.00 CashD Down 0.00 Trade Equity 0.00 Rebate 83422.01 Total Capitalized Cost (Delivered Price) Cooperative Purchasing BuBoard 1307.03 Depreciation Reserve @ 0.01567 361.90 Monthly Lease Charge (Based on Rate Subject to a Floor)? 1668.93 Total Monthly Rental Excluding Additional Services Contract # 744-24 Additional Fleet Management and Services 0.00 Full Maintenance Program? ContractMiles 0 Over Mileage Charge_ 0.00 /Mile 0.00 Miscellaneous Incl: #Brake Sets (1 set: = 1 axle). 0 #Tires_O Loaner Vehicle Not Incl 0.00 Additional Services Sub Total Monthly Insurance Premiums and Disclosures 0.00 Commercial Liability Enrollment (Estimate Only) 0.00 Monthly Sales Tax. 0.00 Physicall Damage (Estimate Only) 0.00 Total Monthly Insurance Liability Limit 0.00 1668.93 Total Monthly Rentall Including Additional Services Comprehenswe/Colision Deductible: 0.00 / 0.00 5000.00 Reduced Book Value at 60 Months 250.00 Service Charge Due at Lease Termination Quotel based on estimated annual mileage of 20000 and a Security Deposit of 0.00 (Current market and vehicle conditions may also affect value of vehicle) (Quote is Subject to Customer's Credit Approval) Terms: Commercialy Vehiclel Leasing, LL.C., d/bla D&MI Leasingo Commercial (Lessor) will be the owner of the vehicle(s) covered by this Quote, and shall have all rights and remedies arising under the Master Lease. By signing below, Lessee authorizes Lessor to order the vehicle(s), and Lessee agrees to accept delivery and lease the vehicle(s) pursuant to the Master Lease. In the event Lessee fails or refuses to accept delivery of the vehicle(s), Lessor shall have the right to recover from Lessee any damages (whether actual, general consequential, special, incidental or otherwise) and: seek any other available relief, at law or in equity, arising from such failure or refusal. The terms of the Master Lease are referenced and incorporated herein. Lessee acknowledges and agrees that Lessor makes no promises, representations or warranties concerning the manufacture or delivery date for the vehicle(s). Lessee certifies thati it intends for more than 50% of the use oft the vehicle is to be in a trade or business of Lessee. ALL TAX. AND LICENSE FEES TO BE BILLED TO Lessee AS THEYOCCUR. LESSEE Gunter PD BY TITLE DATE 02/05/2025 * INDICATES ITEMS TO BE BILLED ONI DELIVERY. 1 Capitalizedo CostofVehicler mayb be: adjustedton reflectfi finalr manufacturer'si invoice. Lessee hereby assigns tOLESSOR any Manufactu urer Rebates and/or Manufacturer incentives intendedforthe Lessee, which Rebatesa andorincentives! havel beenu used byLESSORt tor reducet the Capitalizedo Costo oft the Vehicle. 2Monthly Lease Charge will be adjustedtor reflect the Interest Rate ant the Delivery Date (Subjecttoa Floor). 3Thel inclusion! herein ofr references to maintenancet fees/services are: solelyf fort the administrative convenience of the Lessee. Notwithstandingt thel Indlusionofs such referencesin this Invoice/Schedule /Quote)alls such maintenances services aret tob be performedbylESSOR: anda all suchr maintenancef fees are payable! by! Lessees solely fort the accounto ofl LESSOR pursuanttot that certain separate [Maintenance/ Agreement]e enteredi intob bya and! betweenl Lessee: andL LESSOR;P providedt thats suchmaintenancei feesa are beingb billedbyLESSORa anda arey payablea att thec directionofLESSOR solely asana authorized agent ford collection on behalf ofL LESSOR. Open-End (Equity) Lease Quote Quote: 28153 Prepared For: Gunter PD Date: 02/05/2025 Unit#: 28153 Unit: 2024 Chevrolet Trucks TAHOE 4WD 4dr Wgn LS ADDED EQUIPMENT / OTHER TOTALS Description (B)illed or (C)apped Price Upfit 25000.0000 Interim Interest C 1200.0000 Total Charges (B)illed 0 Total Charges (C)apitalized 26200.0000 Total of All Added Equipment and Other Charges 26200.0000 E nyO CITY COUNCIL MEETING GUNERI March 6, 2025 EST. 1901 5:00 PM AGENDA ITEM #12 COUNCIL BUSINESS EXECUTIVE SESSION Pursuant to Chapter 551, Texas Government Code, The Council will convene into executive session (closed meeting) to discuss the following: A. $ 551.071: Consultation with the City Attorney on a matter in which the duty ofthe attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar ofTexas clearly conflicts with the Texas Open Meetings Act regarding pending or contemplated litigation; or a settlement offer re: a. BNSF Litigation B. $ 551.074: Consult For the purpose of considering the appointment, employment, evaluation, reassignment, duties, discipline or dismissal ofaj public officer or employee or to hear complaints or charges against a public officer or employee. a. Employee /1 Department Review AGENDA ITEM SUNMARYBACKGROIND: PRESENTED BY: Karen Souther, Mayor FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments E yO CITY COUNCIL MEETING GUNGAERI March 6, 2025 EST. 1901 5:00 PM AGENDA ITEM #13 RECONVENE TO OPEN SESSION In accordance with Texas Government Code, Chapter 551, the City Council will reconvene into Open Session to consider action, if any, on matters discussed in Executive Session. Discuss, and take appropriate action on any Executive Session item. AGENDA ITEM SUMMARY/BACKGROUND: PRESENTED BY: Karen Souther, Mayor FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments