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1998-326AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A REAL ESTATE CONTRACT WITH THE RUTH G KELLUM ESTATE, BILLY H KELLUM, MARCIA L KELLUM, MICHAEL W KELLUM, BARBARA KELLUM REESE, AND MARGARET MAYS FOR THE PURCHASE OF APPROXIMATELY 1 380 ACRE TRACT OF LAND KNOWN AS PARCEL NO 6A, U S HIGHWAY 77, DENTON, DENTON COUNTY, TEXAS FOR THE U S HIGHWAY WIDENING PROJECT, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE, AND DECLARING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the City Manager is hereby authorized to execute a Real Estate Contract with the Ruth G Kellum Estate, Billy H Kellum, Marcia L Kellum, Michael W Kellum, Barbara Kellum Reese, and Margaret Mays for the purchase of approximately 1 380 acres of land known as Parcel No 6A, U S Highway 77, Denton, Denton County, Texas for the U S Highway Wldemng Project, a copy of wbach is attached hereto and incorporated by reference herein ~ That the City Council hereby authorizes the expenditure of funds in the manner and amount as specified in the agreement SECTION III That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the ~;~"~/~ day of 0~/~0~//~ , 1998 JAC~ ATTEST JENNIFER WALTERS, CITY SECRETARY fl API~OVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY REAL ESTATE CONTRACT STATE OF TEXAS COUNTY OF DENTON THIS CONTRACT OF SALE is made by and between Ruth G. Kell~m Estate, Billy H. Kellum, Marcia L. Kellum, M1chael W. Kellum, Barbara Kellum Reese and Margaret Mays (hereinafter referred to as "Seller") and CITY OF DENTON, TEXAS, a home rule municipality, of Denton, Denton County, Texas, (hereinafter referred to as "Purchaser"), upon the terms and cond~tlons set forth here~n. PURCHASE AND SALE Seller hereby sells and agrees to convey, and Purchaser hereby purchases and agrees to pay for all that certain tract, lot or parcel of land described in Exhibit "A" attached with all rights and appurtenances pertaining to the said property, including any rlght, title and interest of Seller in and to adjacent streets, alleys or rights-of-way (all of such real prop- erty, rights, and appurtenances being hereinafter referred to as the "Property"), together with any improvements, fixtures, and personal property situated on and attached to the Property, for the consideration and upon and subject to the terms, provisions, and conditions herelnafter set forth. Seller shall pay all cost for the removal, installation, construction, relnstallatlon, reconstruction, labor and materials for any and/or Improvements located within the property described an Exhibit "A". Any improvements not removed by January 1, 1999 shall become property of the City of Denton, Texas. PURCHASE PRICE 1. Amount of Purchase Price. The purchase price for the Property shall be the sum of $13,876.80. 2. Payment of Purchase Price. The full amount of the Purchase Price shall be payable in cash at the closing. PURCHASER'S OBLIGATIONS The obligations of Purchaser hereunder to cons~mmate the transactions contemplated hereby are subject to the satlsfact~on of each of the following conditions any of which may be waived in whole or in part by Purchaser at or prior to the closing. 1. Preliminary Title Report. Within twenty (20) days after the date hereof, Seller, at Seller's sole cost and expense, shall have caused the Title Company (hereinafter defined) to issue a owners policy commitment (the "Commitment") accompanied by copies of all recorded documents relating to easements, rights-of-way, etc., affecting the Property. Purchaser shall g~ve Seller written not~ce on or before the expIration of ten (10) days after Purchaser receives the Commitment that the condition of t~tle as set forth in the CommItment is or is not satisfactory. In the event Purchaser states the condition of t~tle is not satisfactory, Seller shall, at Seller's option, promptly undertake to eliminate or modify all unacceptable matters to the reasonable satisfaction of Purchaser. In the event Seller is unable to do so within ten (10) days after receipt of written not~ce, th~s Agreement shall thereupon be null and void for all purposes; otherwise, this condition shall be deemed to be acceptable and any ob3ection thereto shall be deemed to have been waived for all purposes. 2. Survey. Purchaser may, at Purchaser's sole cost and expense, obtain a current survey of the Property, prepared by a duly licensed Texas land surveyor acceptable to Purchaser. The survey shall be staked on the ground, and shall show the location of all improvements, highways, streets, roads, railroads, rivers, creeks, or other water courses, fences, easements, and r~ghts-of- way on or adjacent to the Property, if any, and shall contain the surveyor's certification that there are no encroachments on the Property and shall set forth the number of total acres comprising the Property, together with a metes and bounds description thereof. Purchaser will have ten (10) days after receipt of the survey to review and approve the survey. In the event the survey is unacceptable, then Purchaser shall w~thin the ten (10) day period, give Seller written notice of this fact. Seller shall, at Seller's option, promptly undertake to eliminate or modify the unacceptable portions of the survey to the reasonable satisfaction of Purchaser. In the event Seller is unable to do so within ten (10) days after receipt of written not~ce, Purchaser may terminate this Agreement, and the Agreement shall thereupon be null and void for all purposes and the Escrow Deposit shall be returned by the Title Company to Purchaser. Purchaser's failure to give Seller this written not~ce shall be deemed to be Purchaser's acceptance of the survey. 3. Seller's Compliance. Seller shall have performed, ob- served, and complied with all of the covenants, agreements, and conditions required by this Agreement to be performed, observed, and complied with by Seller prior to or as of the closing. AEE008F~ PAGE 2 REPRESENTATIONS kND WARRANTIES OF SELLER Seller hereby represents and warrants to Purchaser as follows, which representations and warranties shall be deemed made by Seller to Purchaser also as of the closing date 1. Except for an oral agricultural rental agreement, there are no parties in possession of any portion of the Property as tenants at sufferance, trespassers or other parties Seller warrants that the tenant and/or his livestock will be removed no later than 30 days from the date of closing. 2 Except for the prior actions of Purchaser, there is no pending or threatened condemnation or similar proceeding or assessment or suit, affecting title to the Property, or any part thereof, nor to the best knowledge and belief of Seller is any such proceeding or assessment contemplated by any governmental authority. 3 Seller has complied with all applicable laws, ordinances, regulatlons, statutes, rules and restrictions relating to the Property, or any part thereof. 4. To the best of the seller's knowledge, there are no toxic or hazardous wastes or materials on or within the Property. Such toxic or hazardous wastes or materials include, but are not limited to, hazardous materials or wastes as same are defined by the Resource Conservation and Recovery Act (RCRA), as amended, and the Comprehensive Environmental Response Compensation and Liability Act (CERCLA), as amended. CLOSING The closing shall be held at the office of Dentex Title Company on or before November 30, 1998, or at such title company, time, date, and place as Seller and Purchaser may mutually agree upon (which date is herein referred to as the "closing date"). CLOSING REQUIREMENTS 1. Seller's Requirements. At the closing Seller shall. A. Deliver to State of Texas, acting by and through the Texas Transportation Commission a duly executed and acknowledged Deed in the form as attached hereto as Exhibit ~B" conveying good and marketable title to all of the Property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, and restrictions, except for the following: AEE008FE PAGE 3 1. General real estate taxes for the year of closing and subsequent years not yet due and payable; 2. Any exceptions approved by Purchaser pursuant to Purchaser's Obligations here- of; and 3. Any exceptions approved by Purchaser in writing. B. Deliver to Purchaser a Texas Owner's Policy of Title Insurance at Purchaser's sole expense, issued by Dentex Title Company, Denton, Texas, (the "Title Company"), or such title company as Seller and Purchaser may mutually agree upon, in Purchaser's favor in the full amount of the purchase price, insuring fee simple title for the State of Texas to the Property sub3ect only to those title exceptions listed in Closing Requirements hereof, such other exceptions as may be approved in writing by Purchaser, and the standard printed exceptions contained in the usual form of Texas Owner's Policy of Title Insurance, provided, however: 1. The boundary and survey exceptions shall be deleted if required by Purchaser and if so required, the costs associated with same shall be borne by Purchaser; 2. The exception as to restrictive cove- nants shall be endorsed "None of Record"; 3. The exception for taxes shall be limited to the year of closing and shall be endorsed "Not Yet Due and Payable"; and 4. The exception as to liens encumbering the Property shall be endorsed "None of Record". C. Deliver to Purchaser possession of the Property on the day of closing. 2. Purchaser's Requirements. Purchaser shall pay the consIderation as referenced in the "Purchase Price" section of th~s contract at Closing in im~uediately available funds. AEE008FE PA~E 4 3. Closin9 Costs. Taxes for the current year will be prorated through the closing date. Rollback taxes , if any, will be paid by Purchaser. Ail other costs and expenses of closing in consummating the sale and purchase of the Property not specifically allocated herein shall be paid by Purchaser. REAL ESTATE COMMISSION All obligations of the Purchaser or Seller for payment of Brokers fees are contained in separate written agreements. BREACH BY SELLER In the event Seller shall fall to fully and timely perform any of its obligations hereunder or shall fall to consummate the sale of the Property except Purchaser's default, Purchaser may either enforce specific performance of this Agreement or terminate this Agreement by written notice delivered to seller. BREACH BY PURCHASER In the event Purchaser should fall to consummate the purchase of the Property, the conditions to Purchaser's obligations set forth . in PURCHASER'S OBLIGATIONS having been satisfied and Purchaser being in default Seller may either enforce speclflc performance of this Agreement, or terminate this Agreement by written notice delivered to purchaser. MISCELLANEOUS 1. Assignment of Agreement. This Agreement may not be assigned by Purchaser without the express written consent of Seller. 2. Survival of Covenants. Any of the representations, war- rantles, covenants, and agreements of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the closing of the transactions contemplated hereby shall survive the closing and shall not be merged therein. 3. Notice. Any notice required or permitted to be delivered hereunder shall be deemed received when sent by United States mall, postage prepaid, certified mall, return receipt requested, addressed to Seller or Purchaser, as the case may be, at the address set forth beneath the signature of the party. AEE008FE PAGE 5 4. Texas Law to Apply. This Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligatIons of the parties created hereunder are performable in Denton County, Texas. 5. Parties Bound. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Agreement. 6. Legal Construction. In case any one or more of the pro- vis~ons contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, said in- validity, illegality, or unenforceabillty shall not affect any other provision hereof, and this Agreement shall be construed as if the invalid, illegal, or ~nenforceable provision had never been contained herein. 7. Prior Agreements Superseded. This Agreement constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the within sub]ect matter. 8. Time of Essence. Time is of the essence in th~s Agreement. 9. Gender. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. 10. Memorandum of Contract. Upon request of either party, both parties shall promptly execute a memorandum of this Agreement suitable for filing of record. 11. Compliance. In accordance with the requirements of the Texas Real Estate License Act, Purchaser is hereby advised that it should be furnished with or obtain a policy of title insurance or Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's own selection. 12. Time Limit. In the event a fully executed copy of this Agreement has not been returned to Purchaser within ten (10) days after Purchaser executes this Agreement and delivers same to Seller, Purchaser shall have the right to terminate this Agreement upon written notice to Seller. AEE008FE PAGE 6 13. Condemnation. It is agreed that this is a sale and purchase of land considered under threat of condemnation. City of Denton would condemn the property for road purposes if the parties hereto had not agreed as to the terms of sale. SELLER: ~ PURCHASER. Ruth G. Kellum Estate THE CITY OF DENTON, TEXAS B H Kellum Individually /'g/- '/- // ~ and as the Executor to the Ruth Clty/Mana(~r G. Kellum Estate 215 E. McKlnney Denton, Texas 76201 Marcia L: K~llum Barbara Kellum Reese STATE OF TEXAS COUNTY OF DENTON T~rument is acknowledged before me, on this /~ day of · 1998 by Billy H. Kellum Individually and as Executpr to the Ruth G. Kellum Estate. Notary ~ubl~c in and for the State of Texas AEE008~ PAGE 7 STATE OF TEXAS COUNTY OF DENTON Thls! instrument is acknowledged before me, on this /G/~day of ~, 1998 by Marcia L. Kellum. Notary P6bllc in and for the State of Texas STATE OF TEXAS COI/NTY OF DENTON This ~nstrument ~s acknowledged before me, on this I~%k-day of · ~¥c~.~ , 1998 by M~chael W. Kellum. ~,~ Nota~ P~l~c in and for ,~:%~ J D~r15,1~ the State of Texas STATE OF TEXAS COUNTY OF DENTON T~2L~.d~__instrument is acknowledged before me, on this //~day of , 1998 by Barbara Kellum Reese. Notary pubilc Yn an(/ for the State of Texas STATE OF CO~TY OF DENTON Th~ lnstr~ent is acknowledged before me, on th~s /~ day of ~, 1998 by Margaret Mays. Notary ~l~c ~n and for the State of Texas 2%EEO08F~ PAGE STATE OF TEXAS COUNTY OF DENTON This instrument is acknowledge~d, b~for,e on this ~ -~ day of , c .ty , ~7~- Manager, of the City of Denton, a municipal corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said C~ty of Denton, Texas, a municipal corporation, that he was d~ly authorized to perform the same by appropriate ordinance of the City Council of the City of Denton and that he executed the same as the act of the said City for purposes and consideration therein expressed, and in t~ capacity therein Notary ~ub'llc-~ and for the State of T~xas AEE008FE PAGE 9 EXHIBIT County ~ Page I of 1 H~ghway U.S, 77 Project L~mita' From I.H. 3B Rev December 2, 1994 To U.S. 380 CSJ 019B-O2- Account FIELD NOTES FOR PARCEL 6A BEING A PARCEL OF LAND SITUATED IN A CALLED 125-ACRE PARCEL OF LAND CONVEYED TO BARBARA KELLUM, ET. AL, RECORDED IN VOLUME 946, PAGE 263, DEED RECORDS DENTON COUNTY, TEXAS (DRDCT), AND BEING SITUATED IN THE ALEXANDER WHITE SURVEY, ABSTRACT NO 1406 AND THE NATHAN WADE SURVEY, ABSTRACT NO. 1407, CITY OF DENTON, DENTON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS' COMMENCING for reference at a found brass monument being a point on the north right of way hne of Loop 288 (a variable width right of way); THENCE N 80° 23' 23" W, along the north right of way line of Loop 288, a distance of 53 04 feet to a set 5/8- ~nch ~ron rod w~th an aluminum cap for the POINT OF BEGINNING, and being a point on the new north right of wa,/hne of U.S 77, (1) THENCE N 80° 23' 23" W, along the north nght of way hne of Loop 288, a distance of 122 83 feet to · point In the existing north right of way line of U S 77 from which a found brass monument bears S 81 o 08' 26" W, a distance of I 99 feet, (2) THENCE N 58° 13' 55" W, along the south line of said Kellum tract and the existing north r~ght of way line of U.S. 77, a distance of 1215 65 feet to a fence corner for the southwest corner of aa~d Kellum tract, sams being the southeast corner of a called 109 30-acre parcel of land conveyed to George Hopkins, Trustee, recorded in Volume 3003, Page 620, DRDCT, from whmh a found 1/2-inch iron rod bears S 11 ° 37' 16' W, a d~atance of 1 53 feet, (3) THENCE N 00° 49' 38" E, along the west line of sa~d Hopkins tract and east hne of ea~d Kellum tract, a distance of 54.76 feet to a set 5/8-~nch ~ron rod w~th an aluminum ca;) ~n the new north right of way line of U.S. 77; (4) THENCE S 68° 12' 52' E, with the new north right of way hne of U S 77, a distance of 759 83 feet to a eat 5/8-Inch ~ron rod with an aluminum cap, {5) THENCE S 58° 11 ' 36" E, continu,ng w~th the new north r~ght of way hne of U.S 77, a d~etance of 597.73 feet to the POINT OF BEGINNING and conta~mng 1 380 acres, or 60,111 square feet of land, more or less 0 617 Ac -Alexander Wade Survey 0 763 Ac -Nathan Wade Survey c- F John F Wild~r, R.P L S Date T~xas No 4285 EXH~fBIT "B" Texa~ Depamnent of Tf~n~o~a~on Form D-I~-I4 P~ge I ~ Roy DEED ~ STA~ OF ~ } } CO~ OF } ~OW ALL MEN BY T~SE PRESENTS: of the Coun~ of , State of Texas, hereinafter referred to as Grantors, whether one or more, for and m considerauon of the sum of Dollars ($ . ) to Grantors m hand prod by the State of Texas, acting by and through the Texas Transportanun Comnusslon, receipt of wluch ~s hereby acknowledged, and for winch no lien ~s retained, either expressed or unphed, have tlus day Sold and by these presents do (]rant, Bargain, Sell and Convey unto the State of Texas all that certain tract or p.. ~ar~,~l of land in County, Texas, more pamcularly dascnbed m lub~t "A, ' wluch ~s attached he. to and mcorporated hereto for any and all purposes SAVE and EXCEPT, HOWEVER, it ~s expressly understood and agreed that Grantors are retaining Utle to the following unprovements located on the property described m smd Exinb~t "A," to w~t Grantors covenant and agree to remove the above-described unprovements from said land by tbe day of ,19.__, subject, however, to such extensions of tune as may be granted by the State m writing, and fi, for any reason, Grantors furl or refuse to remove same within said penod of time prescribed, then, without any further considerauon, the title to all or any part of such unprovements not so removed shall pass to and vest m the State of Texas forever Grantors reserve all of the ell, gas and sulphur m and under the land hereto conveyed but wmve all nghts of regress and egress to the surface thereof for the propose of exploring, developing, mmmg or dnll~ug for same, however, notlung m th~ reservauon shall affect the tltle and rights of the State to take and use ail other nunerals and materials thereon, thereto and thereunder Texas Dapnnment of Transportmon Porrfl D-IS-Ii Paga 2 of 3 TO ~VE ~D TO HOLD ~ p~ h~m ~scn~d ~d h~ conveyed t~et~r w~ ~ ~d sm~ fo~ver, md O~tors do ~by brad o~ves, sl~ to W~t ~d F~v~ ~md ~ ~d 5~dnr ~o s~d ~e5 h~em co.eyed ~to ~e StYe of Tex~ ~d l~ ~s~ ag~t ev~ ~on who~ h~y c~g or m c~ ~ s~ or ~y p~ ~e~of ~ ~ES5 ~REOF, ~ ~t h ~ted on ~ &e day of ,19 ACKNOWLEDGMENT THE STATE OF TEXAS, COUNTY OF BEFORE ME, the undersigned, a Notary Public, on this day personnlly appea~d , known to me (or proved to me on the oath of , a c~edtble wlmess,) to be the person(s) whose name(s) is (al~) subscribed to the fomsomg mstmmsut and aclalowledged to me that he/she/they executed the same for the OIVEN UNDER MY HAND AND SEAL OP Ol.*t,tCE, th~s day of ,19 Not~uy Pubhc, State of Texas My Commbmm exphu m ~bo dayof ,19 CORPORATE ACKNOWLEDGMENT THE STATE OF TE~S, CO~ OF } B~O~ ~ ~ un~i~d, a No~ ~bHc, ~ ~ ~y ~no~y ~e~d of , ~OW~ tO me to ~ ~ ~on ~d o~ who~ ~e · ~b~ m ~ forgoing ~ent ~ ~l~g~ m me ~ ~ ~e w~ ~ act 0f ~ s~d d~y ~ ~ ~o~ ~ ~e ~ ~ ~lu~ of ~ bo~ of ~ of m~ c~on md ~ ~/s~ ~d ~ ~e ~ O~ ~ MY ~ ~ S~ OF O~ ~s ~y of ,19 Notary Pnb~, State of Texas My Commission expues on the day of ,19 Texae Depemnent of Tnm~pomttton Form D-15~14 Pese3of3 P~v 9/91 After recordfng please return thfs fnstrument to: CERTIFICATE OF RECORDING THE STATE OF TEXAS, } COU~I~ ~OP ~ A3Oltl I (1/93) rile FOLLOWING COMMITMEN1 .~, 4TLE INSURANCE IS NOT VAUD UNL .,. ,)UR NAME AND THE x / A'~. POLICY AMOUNT ARE SHOWN IN SCHEDULE A, AND OUR AUTHORIZED REPRESENTATIVE HAS COUNTERSIGNED BELOW COMMITMENT FOR TITLE INSURANCE ISSUED BY FNo q%/73q Alamo Title vance of Texas We, Alamo Title Insurance of Texas, a Texas corporation, will issue our title ~nsurance policy or policies (the Policy) to You (the proposed insured) upon payment of the premium and other charges due, and oompltanoe with the requirements in Schedule B and S~hedule C Our Pohcy will be ~n the form approved by the Texas Department of Insurance at the date of ~ssuance, and will ~nsure your ~nterest in the land described in Schedule A The estimated premium for our policy and applicable endorsements ~s shown on Schedule D There may be additional charges such as recording fees, and expedited dehvery expenses Th~s Commitment ends ninety (90) days from the effective date, unless the Pohcy ~s ~ssued sooner, or failure to issue the Policy ~s our fault Our liability and obligations to you are under the express terms of this Commitment and end when this Commitment expires ATTEST (~ ALAMO TITLE INSURANCE OF TEXAS Authonzed Signatory DENTEX TITLE COMPANY 300 N ELM STE 101 DENTON, TEXAS 76201 CONDITIONS AND STIPULATIONS 1 If you have aotual knowledge of any matter which may affect the title or mortgage covered by this Commitment, that is not shown in Schedule B, you must notify us (n writing If you do not notify us in writing, our liability to you is ended or reduced to the extent that your failure to notify us affects our liability If you do notify us, or we learn of such matter, we may amend Schedule B, but we will not be relieved of liability already incurred 2 Our liability (s only to you, and others who are included in the definition of Insured in the Policy to be ~ssued Our liability is only for actual loss incurred in your relmnce on this Commitment to comply with its requirements or to acquire the Interest In the land Our hablllty is limited to the amount shown in Schedule A of this Commitment and will be subject to the following terms of the Policy Insuring Provisions, Conditions and Stipulations, and Exclusions (THIS COMMITMENT IS INVALID UNLESS SCHEDULES A, B, C AND D ARE ATTACHED HERETO ) Commitment for Title,Insurance Effective January 1, 1993 A3215?(1/S3) Alamo t].e Ln_sumnce of TEXA~ TITLE INSURANCE INFORMATION Title ~nsurence insures you against loss resulting from certain El seguro de titulo le asegura en relec~bn a p~-cliclaa resuitantas Hake to your title de c~ertos riasgos qce pueden afecter el tifulo de su propisded The Commitment for Title Insurance is the title insurance El Comprom~so pare Begure de Tltulo es la promeaa de la cempany's promise to issue the title insurance policy The compa~le aseguradora de tltulca de emitir la pbl~za de seguro Commitment is a legal document You should review ~t de tltulo El Comprom~o es un documento legal Usted debs cersfully to ~ompletely understand ~t before your clas~ng date Iserlo cuidadceamente y enterderlo completamante antes de la techa para tmalizor su transeccibn Your Commitment for Title Insuranse is a legal contract between you and us The Comm~tmant ,s not an oP~n~on or report of your title It is a contract to issue you a policy subject to the Commitmant's terms and requirements Before *asuing a Commitment for Title Insurance (the Comm~trnsnt) or a Title Insurance Policy (the Policy), the Title Insurance Company (the, Company) determines whether the title is insurable Th~s determination has already been made Part of that determination Involves the Company's decision to insure the title except for certe~n risks that will not be covered by the Policy Some of these risks ere listed In Schedule B of the attached Commitment as Exceptions Other nsks am stated in the Policy aa Exclusions These risks will not be covered by the Policy Another part of the determination ~nvolves whether the promise to ~nsure m condit*onsd upon certain requirements being met Schedule C of the Commitment lists these requirements that must be satisfied or the Company w~ll refuse the cover them You may want to discuss any matters shown on Schedules B.and C of the Commitment w~th an affornsy These matters will affect your title and your uae of the land When your Policy is issued, the coverage will be limited by the Policy's Excepbons Exclusions and Conditions, dof~nsd below EXCEPTIONS are title risks that a Policy generally covers but does not cover ~n a particular ~nstanoe Exceptions are shown on Schedule S or discussed in Schedule C of the Commitment They can also be added if you do not comply with the Conditions asctlen of the Commitment When the Policy is issued, all Exceptions w~ll be on Schedule B of the Policy EXCLLJSIONS am title risks that a Policy generally does not cover Exclusions are conte~nsd in the Policy but not shown or discussed ~n the Commitment CONDITIONS are additional provisions that qualify or limit your coverage Conditions include your reaponalbilifisa and those of thelcompany They are contained tn the Policy but not shown or discussed ~n the Commitment The Policy Conditions are not the same as the Commitment Conditions You can get a copy of the policy form approved by the State Board of Insurance by calhng the Title Insurance Company at ~.800.ESS-SS~O or by calling the tiffs insurance agent that issued the Commitment The State Board of Insurance may rewse the policy form from time to time You can also get a brochure that explains the Policy from the Texas Department of Insurance by calling *1-800-S6E-~4~S. Before the Policy is issued, you may request changes in the Policy Some ct the changes to consider am Requept amendment of the 'area and boundary" exception (schedule B, paragraph 2) To get this amendment, you must furnish a survey On the Owner Policy, you must pay an additional premium for the amendment If the survey ~s acceptable to the Company, your policy will Insure you against loss because of discrepancies or conflicts ~n boundary lines, encroachments or protruaons, or overlapping of improvements The Company may then decxte not to recurs against specific boundary or survey probisrca by making special exceptions in the Policy Nlow the Company to add an exception to "rights of parties in possession If you refuse this exception, the Company or the title insurance agent may ~nspact the property The Company may except to and not insure you against the righte of spadiflo persona, such se renters, adverse owners or easement holders who occupy the lend The Company may charge you for the inspactlon Form- Commitment Info~natlan Effective danuary 1 lg93 CO~f~TF~NT FOR TITLE INSURANCE SCHEDULE A EFFECTIVE DATE~ September 09, 1997 CF NO..' 97-~734S CO~dITMENT NO.g , iss~d September 23, 1997 a~ 8gO0 a.~ ( If applicable) 1. POLICX OB POLICIES TO BE ISSUED~ (~ot applicable for i~oved o~-to-four fa~ly residential real estate) Policy ~unt~ TO BE DETERMINED P~oposed I~ure4: CIT~ O~ DE~ON (b) O~E~ POLIC~ O~ TI~E INS~CE - O~-TO-~O~ F~LY ~SIDENCES (Form T-IR) Policy P~oposed (c) ~RT~AGEE POLICY O~ ~TLE INS~CE (Form T-2) Policy ~un~ Proposed I~ured~ Proposed Borro~r: (d.) ~RTG~EE POLIC~ BI~ER O~ INTERI~ CONSTRUCTION LO~ (~orm T-13) BiMer ~un~ Proposed I~ured: Proposed Borro~r~ ( e. ) OT~ Policy ~unt~ Proposed I~ured~ 2. The interest in t~ land covered by t~s Content is: Fee Simple 3. Record ~itle ~o ~ land on RUTH ~. ~LL~ a~ ~G~T ~YS and BILLY H. ~LL~ and ~CIA L ~LL~ and ~C~L ~. ~LL~ and B~ ~LL~ Legal description o[ the la~: ~1 t~2 certain tract o[ land being sit.ted in the 1406 and ~he N. ~ade Survey, Abstract par~ic~arly described in Ex. bit "A" a~ached hereto and ~de a par~ hareo[ Dentex Title Company Authorized Countersignature FOR~ Commitment-Schedule A Effective January, 1 1993 EXHIBIT "A" County J~ Page 1 of I Highway U.S. 77 Project Umito: From I.H. 36 Rev December 2. 1994 To U.S. 380 CS J: ~ Account' FIELD NOTES FOR PARCEL SA BEING A PARCEL OF LAND SITUATED IN A CALLED 125-ACRE PARCEL OF LAND CONVEYED TO BARBARA KELLUM, ET. AL., RECORDED IN VOLUME 946, PAGE 283, DEED RECORDS DENTON COUNTY, TEXAS (DRDCT), AND BEING SITUATED IN THE ALEXANDER WHITE SURVEY, ABSTRACT NO. 1408 AND THE NATHAN WADE SURVEY, ABSTRACT NO. 1407, CITY OF DENTON, DENTON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING for reference at a found brace monument being a point on the north right of way line of Loop 288 (a variable width right of wey}= THENCE N 80° 23' 23' W, along the north right of way line of Loop 288, a distance of 53.04 feet to a set 5~8- inch iron rod with an aluminum cap for the POINT OF BEGINNING, and being a point on the new north right of way line of U~So 77; (1) THENCE N 80° 23' 23' W, along the north right of way line of Loop 288, a distance of 122 83 feet to a point In the axletlng north right of way line of U.S. 77 from which a found brass monument bears 8 81 o 06' 26" W, a distance of 1.99 feet; (2) THENCE N 88° 13' BB" W, along the south line of said Kellum tract and the existing north right of way line of U.S. 77, a dletance of 1215.85 feet to a fence corner for the southwest comer of said Kellum tract, same being the southeast comer of a called 109 30-acre pemel of lend conveyed to George Hopkins, Trustee, recorded In Volume 3003, Page 620, DRDCT, from which a found ll2-1nch Iron rod bears $11 o 37' 16' W, a distance of 1 53 feet; (3) THENCE N 00° 49' 38" E, along the ~est line of said Hopkins tract and a~ line of said Kellum tract, a distance of 54.76 feet to a set 518-inch iron rod with an aluminum cap in the new north right of way line of U.S. 77; {4) THENCE S 58o 12' 52" E, with the new north right of way line of U S 77, a distance of 759 83 feet to a set ElS-inch iron rod with an aluminum cap; (B) THENCE S 58° 11' 36' E, continuing with the new north right of way line of U.S. 77, a distance of 597.73 feet to the POINT OF BEGINNING end contein,ng 1.380 acres, or 60,111 square feet of land, more or less 0.617 Ac.-Ale~,ander Wade Survey 0.763 Ac.-Nethan Wade Survey GOi"~/ITL'~NT FOR TITLE INSURANCE SCHEDULE B EXCEPTIONS PROM COVERAGE G.P. No.: 97-1734S In addition to the Exclusions and Conditions and Stipulations, your Policy will not cover loss, costs, attorneys' fees~ end expenses resulting from~ 1. The following restrictive covenants of record itemized below (We must either insert specific recordim~ data or delete this exception)* This exception is hereby deleted in its entirety. 2. Any discrepancies, conflicts~ or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements 3. Homestead or community property or suvivorship rights, if any, of any spouse of any insured. (Applies to the Owner Policy only.) 4. Any titles or rights asserted by anyone~ including~ but not limited to, persons, the public, corporations, governments or other entities, a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or b. to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or c. to filled-in-lands, or artificial islands, or d. to statutory water rights, including riparian rights, or e. to the area extending from the line of mean low tide to the line of vegetation, or the rights of access to that area or easement along and across that area (Applies to the Owner Policy only. ) 5. Standby fees, taxes and assessments by any taxing authority for the year 1997 and subsequent years, and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership 6. The terms and conditions of the documents creating your interest in the land 7. Materials furnished or labor performed in connection with planned construction before signing and delivering the lien document described in Schedule A, if the land is part of the homestead of the owner (Applies to the Mortgagee Title Policy Binder on Interim Construction Loan only, and may be deleted if satisfactory evidence is furnished to us before a binder is issued. ) 8. Liens and leases that affect the title to the land, but that are subordinate to the lien of the insured mortgage (Applies to the Mortgagee Policy only ) 9. The following matters and all terms of the documents creating or offering evidence of the matters (We must insert matters or delete this exception.).' a. LIEN TO BE CREATED IN POEM ACCEPTABLE TO THIS COMPANY. b. This policy insures real estate only and does not insure title to any removables which may be situated thereon. c. Any matters that might arise as a result of a current survey of the property. d. Rights of parties in possession. (On STP only) e. Any visible and apparent easements over and across said property, the existence of which does not appear of record. FORI~ Commitment-Schedule B Effective January 1, 1993 ~INUATION OF SCHEDULE B G.F. No.= 97-1734S f. Any part or portion of the herein described property, lying ~rithin the boundaries of a publio or private road or right o£ way. Any outstandinS oil, gas and other mineral interest o~ned by others of record in the office of the County Clerk of Denton County, Texas, including, but not limited to the followins~ 1) Lease between Ruth Kellum et al and Derrick Petroleum Inc recorded on Oct 1, 1981 in Vol,,-~ 1104, Page 584, Deed Records of Denton County, Texas. 2) Lease between Billy H. Kellum et al and lg. R. Harehell recorded on April 1983 in Volume 1616, Page 178, Real Property Records of Denton County, Texas. *Title to eaid mineral leases/reservations have not been researched subsequent to date of document. h. Easement granted to BRAZOS RIVER TRANSlilSSION ELECTRIC COOPERATIVE, INC from &W. C00DWIN ET UX, by instrument filed DEC. 31, 1946 and recorded in Volume 332, Page 301, DEED Records, Denton County, Texas i. Easement Erantad to DENTON COUNTY ELECTRIC COOPERATIVE, INC from A. GOODWIN ET UX, by instrument filed AUG. 15, 1947 and recorded in Volume 339, Page 123, DEED Records~ Denton County~ Texas. J. Easement granted to TEXAS MUNICIPAL POWER AGENCY from RUTH G KELLUt4 ET AL, by instrument filed JUNE 3, 1986 and recorded in Volume 1900, Page 300, REAL PROPERTY Records, Denton County, Texas. POR~ Com,dtment-Schedule B Effective January 1, 1993 COi~IITI~ENT FOR TITLE INSURANCE SCHEDULE C G F. No.: 97-1736S Your Policy will not cover loss, costs, attorney's fees, and expenses resulting from the following requirements that will appear as Exceptions in Schedule B of the Policy, unless you dispose of these matters to our satisfaction, before the date the Policy is issued: 1. Documents steering your title or interest must be approved by us and must be signed, notarized and filed for record. 2. Satisfactory evidence must he provided that: no person occupying the land claims any interest in that land against the persons named in paragraph 3 of Schedule A, all standby fees, taxes, assessments and charges against the property have been paid, all improvements or repairs to the property are completed and accepted by owner, and that all contractors, subcontractors, laborers and suppliers have been fully paid, and that no mechanic' s, laborer's or materialman' s liens have attached to the property, there is legal right of access to and from the land, (on a Mortgagee Policy only) restrictions have not been and will not be violated that affect the validity and priority of the insured mortgage 3. You must pay the seller or borrower the agreed amount for your property or interest 4. Any defect, lien or othermatter that may affect title to the land or interest insured, that arises or is filed after the effective date of this Commitmsn~ 5. Upon r~ceipt of a survey acceptable to Company and upon payment of all the expenses in connection with the survey and the applicable premium, if any, ;tern 2 of Schedule B will be deleted except for "shortages in area," subject to any additional exceptions revealed by the survey. 6. Upon payment of the applicable premium, Paragraph 3 of Schedule g of any Mortgagee Title Policy or Mortgagee Title Policy Binder on Interim Construction Loan will he amended to read as follows; "Standby fees, taxes and assessments by any taxing authority for the year 1997 and subsequent years." 7. Upon payment of Cha applicable premium, Paragraph 3 of Schedule g of any Mortgagee Title Policy or Mortgagee Title Policy Binder on Interim Construction Loan will be amended to include the following language: "Company insures that standby fees, taxes and assessments by any taxing authority for the year 1997 are not yes due and payable." 8. Note to all buyers, sellers, borrowers, lenders and all parties having an interest in the transaction covered by this commitment. The following constitutes a major change in the procedures and requirements for disbursement of funds pursuant to this transaction The State Board of Insurance has adopted Article 9.39A disbursement from trust fund accounts and Procedural Rule P-27 which requires that sufficient "good funds" be received and deposited to the trust fund account before diebursment. "Good funds" is defined in part as; 1. cash or wire transfers~ 2. certified checks, cashier's checks and teller's checksi 3. unterrified funds in amounts less than $1500.00, including personal checks, travelers checks, money orders, and negotiable orders of FOE~ Commitment-Schedule C Effective January 1, 1993 ~INUATION OF SCHEDULE C G.F. No.. 97-1734S withdrawal; provided multiple items shall not be used to avoid the $1500 00 limitation~ and 4. uncertified funds in amounts of $1500. O0 or more, drafts and any other items when collected by the financial institution. 9. Obtain and return to title company a signed statement made by purchaser/borrower acknowledBing receipt of title com.~tmsnt prior to closing, and acceptance of tbs exceptions shown under Schedule B thereof. 10. If the property is occupied by other than owner, obtain tenant's disclaimer or waiver[ otherwise= exception will be taken to rights of parties in possession. 11. Obtain Seller's Affidavit as to no debts, liens, etc. on said property for recent improvements, if any, or under UCC filing. 12. Additional ClosinS gequiremsnts (3 page ford must be signed and initialed by all parties in this tranaactio~ 13. Bankruptciesl BARB~A I~ REECE $S#N[A (PAILIS) ~1841P 09~18~87 BARBARA REESE SS#452-64-0772 (HOUSTON) #42002 02127!97 " SS#457-72-i 660 " " " REQUIREMENTs Affidavit with proper identification to affirm that BARBARA I~ REESE, is not the sams person as any of those who are parties to any of the above mentioned bankruptcies Oft require evidence that they have authority to enter into the t tans action 14. Bankruptcies~ LAURA L. KELLUI~ SS#455-05-5303 (DALLAS) #37307D 10/31/90 REQUIRE~ENTI Affidavit with proper identification to affirm that LAURA KELLU~ is not the sams person as any of those who are parties to any of the above mentioned bankruptcies Oft require evidence that they have authority to enter into the transaction 15. If RUTH G. KELLU~ MARGARET MAYS, BILLY H. KELLU~ ~RCIA L. KELLU~ [f[CHAEL W. KELLU~ and[or BARBARA KELLU~ is married then spouse(s) should Join in conveyance 16. P. equire proper doc--~ntation showing who has authority to execute documents on behalf of CITY OF DENTON. FOEi~ Co-.~msnt-Schedule C Effective January 1, 1993 Alamo Title Insurance of Texas COMMITMENT FOR TITLE INSURANCE GF NO 97-1734S SCHEOULE D Pursuant to the requirements of Rule P-21, Basic Manual of Rules~ Rates and Forms for the writing of Title Insurance tn the State of Texas, the following disclosures are made 1 The following individuals ere directors and/or officers, as ~ndlcated, of Alemo T~tle Insurance of Texas. Alex H Halff, Chairman of the Board; Oon H. Still. President, Ruth W McCracken. Senior Vice P~estdent; Richard B. Squllle, Vice President, Pat L. Wilson, Secretary Treasurer DIRECTORS: Jack Biegler, Alex H. Halff, Ruth W. McCracken, Traws N Moursand, Robert T. Rork, Oon H. St~11, E Don Walker, Jr , James N Wilson and Pat L. Wilson Alex N. Halff, Howard A. Halff, the Estate of Thomas A Halff, and Mortgage Loan & Agency Co. are owners of more than 10% of the stock of Alam6 Title Insurence of Texas. Traws M. Moursund and Alfred Moursund ere each an owner of more than 10% of the stock of Mortgage Loan & Agency ¢o. 2 The following disclosures are made by the T~tle Insurance Agent ~ssu~ng this commitment. OWNERS of I00% of Dentex Title Company: Adams Title Company OIRECTORS of Dentex Title Company: Phil Adams, Ruth Adams & Rebecca Arnold-Moore OFFICERS of Dentex Title Company. Rebecca Arnold-Moore, Pres~dent; Jack Hanna, V~ce Prestdent~ Stacte Bourland, Secretary/Treasurer Phil Adams and Ruth Adams own 100~ of the stock of Adams Title Company 3 You are entitled to receive advance disclosure of settlement charges tn connection w~th the proposed transaction to which this commitment relates. Upon your request, such disclosure w~11 be meae to you. Additionally, the name o~ any person, firm or corporation receiving any sum from the settlement of this transaction w~ll be d~sclosed on the closing or settlement statement. You are further advised that the estimated title premium* ~s Owner Policy To Be Determined Mortgage Policy Endorsement Charges Total ..:~.~.~eterm:ned Of this total amount: 17.75 % will be pa~d to the policy ~ssu~ng T~tle Insurance Company~ o~ ~ · will be retained by the T~tle Insurance Agency. and the remainder of the eszqmazeo premium will be paid to other parties as follows AMOUNT TO WHOM FOR SERVICES · The estimated aremium is based upon information furnished to us as the date of thl, s Commitment for Title Insurance. Final determination of the amount of premium will be maoe at closing in accordance with the Rules and Regulations adopted by the State Board of Insurance. A32163 (11193) Alamo Title Insurance of Texas GF No (Optional) DELETION OF ARBITRATION PROVISION (Not apphcable to the Texas Res~dentml Owner Pohcy) ARBITRATION ~s a common form of alternabve d~spute resolutmn It can be a quicker and cheaper means to settle a d~spute with your T~tle Insurance Company However, if you agree to arbitrate, you g~ve up your right to take the T~tle Company to court and your rights to d~scovery of ewdence may be hm~ted m the arbitration process In addition, you cannot usually appeal an arbitrator's award Your policy contains an arbitration provision (shown below) It allows you or the Comoanv to reoulre arbitration If the amount of Insurance Is $1,000,000 or leas If you want to retain your right to sue the Company In case of a dispute over a claim, you must request deletion of the arbitration provision before the policy la Issued You can do this by signing this form and returning It to the Company at or before the closing of your real estate trans- action or by writing to the Company The Arbitration provision in the Pohcy ~s as follows "Unless proh;b~ted by applicable law or unless thru arb~trahon section ~s deleted by specific prows~on m Schedule B of th~s policy, e~ther the Company or the Insured may demand arbitration pursuant to the T;tle Insurance Arbitration Rules of the American Arbitration Association Arbitrable matters may include, but are not hmlted to, any controversy or claim between the Company and the Insured arm- ~ng out of or relabng to th~s Policy, and serv;ce of the Company ~n connection with ~ts issuance or the breach of a pohcy prows~on or other obligation All arbitrable matters when the Amount of Insurance ~s $1,000,000 or less SHALL BE arbitrated at the request of rather the Company or the Insured, unless the insured ~s an md~wdual person (as d~stmguished from a corporatmn, trust, partnership, associa- tion or other legal entity) All arbitrable matters when the Amount of Insurance ~s ~n excess of $1,000,000 shall be arbitrated only when agreed to by both the Company and the Insured Arb~trahon pursuant to this Policy and under the Rules ~n effect on the date the demand for arb~trahon is made or, at the option of the Insured, the rules ~n effect at the Date of Pohcy shall be b~nding upon the partms The award may include attorney's fees only ~f the laws of the state in which the land ~s located permit a court to award attorneys' fees to a prevalhng party Judgment upon the award rendered by the Arbitrator(s) may be entered ~n any court hawng junsdlct;on thereof The law of the situs of the land shall apply to an arbltratmn under the Title Insurance Arbitration Rules A copy of the Rules may be obtained from the Company upon request" I request deletion of the Arbitration prows~on SIGNATURE DATE