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1998-328AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A REAL ESTATE CONTRACT WITH THE RUTH G KELLUM ESTATE, BILLY H KELLUM, MARCIA L KELLLrM, MICHAEL W KELLUM, BARBARA KELLUM REESE, AND MARGARET MAYS FOR THE PURCHASE OF APPROXIMATELY 1 185 ACRE TRACT OF LAND KNOWN AS PARCEL NO 6B, U S HIGHWAY 77, DENTON, DENTON COUNTY, TEXAS FOR THE U S HIGHWAY WIDENING PROJECT, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE, AND DECL RING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the City Manager ~s hereby authorized to execute a Real Estate Contract with the Ruth G Kellum Estate, Billy H Kellum, Marcm L Kellum, Mmhael W Kellum, Barbara Kellum Reese, and Margaret Mays for the purchase of approximately 1 185 acres of land known as Parcel No 6B, U S H~ghway 77, Denton, Denton County, Texas for the U S H~ghway Wldemng ProJect, a copy of wluch ~s attached hereto and ~ncorporated by reference hereto ~ That the C~ty Council hereby authonzes the expenditure of funds m the manner and amount as spemfied m the agreement SECTION III That this ordanance shall become effectave lmmedmtely upon its passage and approval PASSED AND APPROVED thls the 3~/qdayof O(q.~Lobefl'- ,1998 JAC~ ATTEST JENNIFER WALTERS, CITY SECRETARY HERBERT L PROUTY, CITY ATTORNEY P~ALES~ATE CONT~%CT STATE OF TEXAS COUNTY OF DENTON THIS CONTRACT OF SALE is made by and between Ruth G. Kellum Estate, Billy H. Kellum, Marcia L. Kellum, Michael 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 conditions set forth herein. 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 right, 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, flxtures, and personal property situated on and attached to the Property, for the consideration and upon and subject to the terms, provisions, and conditions hereinafter 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 in Exhibit "A". Any improvements not removed by January 1, 1999 shall become property of the City of Denton, Texas. Seller shall be allowed to construct four (4) drive approaches along Bonnie Brae as illustrated on Exhibit ~C" attached hereto. PURCHASE PRICE 1. Amount of Purchase Price. The purchase price for the Property shall be the sum of $46,485.00. 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 satisfaction 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 give Seller written notice on or before the expiration of ten (10) days after Purchaser receives the Commitment that the condlt~on of title as set forth in the Commitment is or is not satisfactory. In the event Purchaser states the condlt~on of title 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 ~s unable to do so within ten (10) days after receipt of written not~ce, this Agreement shall thereupon be null and void for all purposes; otherwise, this condition shall be deemed to be acceptable and any objection 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 rights-of- way o~ or ad3acent to the Property, ~f 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 w~ll 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 within the ten (10) day period, give Seller written notice of th~s 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 ~s unable to do so within ten (10) days after receipt of written notice, Purchaser may terminate th~s 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 th~s written notice 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 w~th by Seller prior to or as of the closing. AEE008FE PAGE 2 REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Purchaser as follows, which representations and warranties shall be deemed made by Seller to Purchaser also as of the closing date 1. 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, regulations, 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 an 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 subject only to those title exceptions listed in Closing Requirements hereof, such other exceptions as may be approved an 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 restrictlve 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 an the "Purchase Price" section of th~s contract at Closing in immediately available funds. AEE008FE PAGE 4 3. Closing 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 an consummating the sale and purchase of the Property not specifically allocated herein shall be paid by Purchaser. REAL ESTATE COMMISSION Ail 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 specific performance of this Agreement, or terminate this Agreement by written notice delivered to purchaser. MISCELLANEOUS 1. Assig/lment of Agreement. Th~s Agreement may not be assigned by Purchaser without the express written consent of Seller. 2. Survival of Covenants. Any of the representations, war- rant~es, 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 part~es created hereunder are performable in Denton County, Texas. 5. Parties Bound. Thls 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- vls~ons contained in this Agreement shall for any reason be held to be invalid, 1llegal, or unenforceable in any respect, said in- validity, Illegality, or unenforceab~llty shall not affect any other provision hereof, and this Agreement shall be construed as if the invalid, ~llegal, or unenforceable provision had never been contained herein. 7. Prior Agreements Superseded. Thls 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 subject matter. 8. Time of Essence. Time is of the essence in this Agreement. 9. Gender. Words of any gender used in th~s 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 e~ther 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 L~cense 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 thzs lsa 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. DATED thms ~~- ~ day of , 1998. SELLER: ~% PURCHASER- Ruth G. Kellum Estate THE CITY OF DENTON, TEXAS BY: ' -- B B1 . Kellum individually ~ / / - ///~ and as the Executor to the Ruth CltyfMana(~r G. Kellum Estate 215 E. McKlnney Denton, Texas 76201 Marcia L. K%lum M~chael W. Kellum Barbara Kellum Reese M~rga~ Ma~s STATE OF TEXAS COUNTY OF DENTON Th~s instrument is acknowledged before me, on th~s /~day of ~6~ , 1998 by Billy H. Kellum Individually and as Ex~Cu'tor to the Ruth G. Kellum Estate. Not~y P~blic in and for the State of Texas AEE008FE PAGE 7 STATE OF TEXAS COUNTY OF DENTON acknowledged before me, on this /~ day of This i~strument is .~~__, 1998 by Marcia L. Kellum. Not~fy P~bllc in and for the State of Texas STATE OF TEXAS COUNTY OF DENTON This Instrument is acknowledged before me, on this ~%.~ay of ~.~_~ , 1998 by Michael W. Kellum. I ~;~ ~ , ~ 0MM'SS'0~ ~'8~$ Nota~ llc in and for ~"'"~,~ the State of Texas STATE OF TEXAS COUNTY OF DENTON lS acknowledged before me, on thls/~J~day of s instrument ~ , 1998 by Barbara Kellum Reese. Not~y Public in ~nd for the State of STATE OF TEXAS COUNTY OF DENTON acknowledged before me, on this /~ day of nt is · 1998 by Margaret Mays. Notary Public in and for the State of Texas AEE008FE PAGE 8 STATE OF TEXAS COUNTY OF DENTON Th~s .i~strument is acknowledg~.bgfore~ me, on this ~--~ day of (/~'~h~'- , 1998 by //~/~f~_ ~/~. ~ , City Manager, of the City of Denton, a municipal co~orat~on, kno~ to me to be the person and officer whose n~e ~s s~scr~bed to the foregoing lnstr~ent and ac~owledged to me that the s~e was the act of the said City of Denton, Texas, a m~c~pal co~orat~on, that he was duly authorized to perfo~ the s~e by appropriate ordinance of the C~ty Council of the C~ty of Denton and that he executed the s~e as the act of the said C~ty .for pu~oses and consideration there~n expressed, and in t~ capacity therein Not~y ~ic-i~-and for the State of T~as ~ /,0 ~' ~%k ANN FORS~HE AEE008FE PAGE 9 EXHIBIT "A" County Dentpn Page 1 of 2 H~ghway U. $, 77 Project Ltm~ts From I H 35 Rev February 9, 1995 To U S 380 CSJ 0195-02- Account FIELD NOTES FOR PARCEL 6_.~B 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 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 braes monument being a point on the south right of way hne of Loop 288 (a variable width nght of way), THENCE S 35° 02' 30" W, along the south nght of way line of Loop 288, a distance of 32 62 feet to a set 5/8 ~nch ~ron rod w~th an aluminum cap bmng the POINT OF BEGINNING, same bmng a pmnt on the new north nght of way hne of U S 77, (1) THENCE S 58° 11' 36" E, with the new north right of way I~ne of U S 77, a dmtance of 346 14 feet to a set §/8-~nch ~ron rod with an aluminum cap for the southwesterly cutback corner of the new Bonnie Brae Road right of way, (2) THENCE N 76° 48' 52" E, a distance of 50 O0 feet to a set 5/8-tach ~ron rod w~th an aluminum cap for the northwesterly cutback corrier of the new Bonnm Brae Road nght of way, (3) THENCE N 31° 48' 52" E, with the new west nght of way I~ne of Bonme Brae Road, a d~stance of 464 93 feet to a set 5/8-inch ~ron rod w~th an aluminum cap bmng m the south hne of sa~d Loop 288, (4) THENCE N 85° 59' 16" E, along the south I~ne of Loop 288, a d~stance of 38 94 feet to a set 120d na~l w~th shiner, same being ~n the ex.sting west right of way I~ne of smd Bonnie Brae Road, (5) THENCE S O0° 20' 08" W, along the existing west hne of smd Bonnm Brae Road, a distance of 57 55 feet to a set 120d nmi w~th shiner in the new east right of way hne of Bonnm Brae Road, (6) THENCE S 31° 48' 52" W, with the new east nght of way I~ne of Bonme Brae Road, a d~stance of 437 45 feet to a set 5/8-inch ~ron rod with an aluminum cap for the northeasterly cutback corner to the new north right of way line of U S 77, (7) THENCE S 13° 11' 08" E, w~th said cut back line, a d~stance of 50 O0 feet to e set 5/8-~nch ~ron rod with an aluminum cap bmng in the new north right of way hne of U S 77, (8) THENCE S 58° 11' 36" E, with the new north nght of way line of U S 77, a distance of 169 40 feet to a set 8/8-~nch ~ron rod w~th an aluminum cap, (9) THENCE N 31° 48' 24" E, with the new north nght of way hne of U S 77, a distance of 15 O0 feet to a eat 5/8-tach ~ron rod with an aluminum cap, (10) THENCE S 58° 11' 36" E, with the new north nght of way hne of U S 77, a d~stance of 75 54 feet to a E/8-1nch Iron rod with an aluminum cap set ~n the existing west nght of way line of smd Bonme Brae Road, EXHIBIT "A" County Denton Page 2 of 2 H~ghway U S 77 Project L~m~ts From I H 35 Rev February 9, 1998 To U S 380 CSJ 0195-02- Account FIELD NOTES FOR PARCEL 6_._~B (11) THENCE S O0° 20' 08" W, along the ex~st~ng west hne of sa~d Sonnm Brae Road, a d~stance of 47 25 feet to a fence corner for the southeast corner of sa~d Kellum tract, and being m the ex,sting north right of way line of U S 77, (12) THENCE N 58° 13' 55" W, w~th the south hne of sa~d Kellum tract and the ex~st~ng north nght of way hne of US 77, a distance of 747 92 feet to a point on the south right of way hne of Loop 288, (13) THENCE N 35e 02' 30" E, along the south hne of Loop 288, a dmtance of 25 84 feet to the POINT OF BEGINNING and containing 1 185 acres, or 51,598 square feet of land, more or less Thomas W'~lh'-am ~lauk ' ( J / DaTe Texas No 5119 EXHIBIT "B" Texas Department of Tfan~pormtmn Form D-15-14 Pagelof3 Rev 9~1 DEED ~ STA~ OF ~ } } CO~ ON } ~OW ALL MEN BY T~SE PRESENTS: That, of the County of , State of Texas, beremafler referred to as Grantors, whether one or more, for and m conslderat~on of the sura of Dollars ($ ) to Grantors m hand paid by the State of Texas, acting by and through the Texas Transportation Comrmsslon, receipt of wluch ~s hereby acknowledged, and for wluch no lien ~s retained, either expressed or Imphed, have tlus day Sold and by these presents do Grant, Bargain, Sell and Convey unto the State of Texas all that certain tract or p,?.?~l of land m County, Texas, more pamcularly desmbed m Ex- lub~t "A, ' wluch ~s attached hereto and incorporated hereto for any and aH purposes SAVE and EXCEPT, HOWEVER, it Is expressly understood and agreed that (3,r, .a.n~ors are retaining tide to the following Improvements located on the property described m smd F. xtublt ' A,' to w~t Grantors covenant and agree to remove the above-dascnbed ~nprovements from sa~d land by tbe day of , ,19 , subject, however, to such extensrons of tune as may be granted by the State m writing, and fi, for any reason, Grantors far or refuse to remove same w~thm smd penod of tIme prescribed, then, without any further cons~deranon, the t~tle to aH or any part of such unprovements not so removed shall pass to and vest m the State of Texas forever Grantors reserve aH of the mi, gas and sulphur m and under the land he, mm conveyed but watve aH rights of regress and egress to the surface thereof for the purpose of exploring, developing, mmmg or drtllmg for same, however, nothing m th~s raservanon shah affect the title and rights of the State to take and use aH other minerals and matennls thereon, therein and thereunder T~xas D~pantment of TranspotUtion - Form D-15-14 Pase2of3 ~ 9/91 TO HAVE AND TO HOLD the premises herein clescnbed and hereto conveyed together with all and singular the rights and appurtenances thereto m any wise belonging unto the State of Texas and ~ts assigns forever; and Grantors do hereby brad ourselves, our heirs, executors, administrators, successors and as- signs to Warrant and Forever Defend all and $1~mlnr the Sitld prernises hereto conveyed unto the State of Texas and its ass~$ms against every person whomsoever lawtdly clanmng or to claun the same or any pan thereof IN WITNESS WI-I~REOF, tlus instrument is executed on this the day of , 19,~ ACKNOWLEDGMENT THE STATE OF TEXAS, COUNTY OF } BEFORE ~ the undersigned, a Notary Public, on ggs any ~rsOnnlly appeared , known to me (or proved to me on the oath of , a credible witness,) to be the person(s) whose name(s) is (are) subscribed to the foregoing instmmsut sad acknowledged to me that he/she/they executed the same for ~he GIVEN UNDER MY HAND AND SEAL OP Ol~l~iCE, tl~s day of ,19 Notary Public, State of Texas CORPORATE ACKNOWLEDGMENT THE STATE OF TEXAS, } coui, q'rY oF } BEFORE ~ the undemi~ned, a Notary Public, on lids day personn!!y appeared of , known to me to be the person and officer whose name is subscdbsd to the foxegomg msmm~ent and acknowledged to me that the same was the act of the sn,d , n corporation, that he/she was duly authonzed to perform the snme by appropttam resolmion of Ihe board of directors of such corporagon nmi that he/she executed the same as the act of such co~oredon re, tim purposes nmi cuns~denuion thereto e.-d,,,~mt, and in the capacity GIVEN UNDER MY HAND AND SEAL OP OFFICE, this day of ,19 Nota~ Pubho, State of Toxas My Commission exph~s on the day of ,19 Texas Depamn~nt of TnmsponaUon Form D-15-14 Pase3of3 P~v 9/91 After recording please return this instrument to: CERTIFICATE OF RECORDING THE STATE OF TEXAS, } COU1VTY OF } NAIHAN WADE ABSTRACT NO. 14( I~IE FOLLOWING COMMITMEN'I JR TITLE INSURANCE IS NOT VALID UNL .,S YOUR NAME AND THE POUCY AMOUNT ARE SHOWN IN SCHEDULE A, AND OUR AUTHORIZED REPRESENTATIVE HAS COUNTERSIGNED BELOW - - COMMITMENT FOR TITLE INSURANCE IBSUED BY Alamo Title Insurance of Texas We, Alamo Title Insurance of Texas, a Texas corporation, will issue our title insurance policy or pohcies (the Policy) to You (the proposed insured) upon payment of the premium and other charges due, and compliance with the requirements in Schedule B and Schedule C Our Pohcy will be ~n the form approved by the Texas Department of Insurance at the date of ~ssuance, and wdl ~nsura your ~nterest ~n the land described ~n Schedule A The estimated pram~um for our policy and apphcable endorsements is shown on Schedule D There may be additional charges such as recording fees, and exped;ted dehvery expenses Th~s Commitment ends ninety (90) days from the effective date, unless the Policy is ~ssued sooner, or failure to ~saue the Policy is our fault Our liability and obligations to you ara under the express terms of th~s Commitment and end when this Commitment expires ~ ALAMO TITLE INSURANCE OF TEXAS Authorized Signatory DENTEX TITLE COMPANY 300 N ELM STE 101 DENTON, TEXAS 76201 CONDITIONS AND STIPULATIONS 1 If yOU have actual knowledge of any matter which may affect the t~tle or mortgage covered by th~s Commitment, that ~s not shown in Schedule B, you must notify us ~n writing If you do not notify us m writing, our liability to you is ended or reduced to the extent that your failure to not~fy 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 reheved of liability already incurred 2 Our liability is only to you, and others who ara included ~n the definitmn of Insured in the Policy to be issued Our liability is only for actual loss incurred m your reliance on th~s Commitment to comply with its requirements or to acquire the interest ;n the land Our liability ~s 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, 8, C AND D ARE ATTACHED HERETO ) Commitment for Title Insurance Effe,=tive January 1, 1993 Alamo Iltle Insumnm TEXAS TITLE INSURANCE INFORMATION Title insuren~e Insures you a(iainst loss resulting from certain El seguro de tltulo le ssegure en relaclbn a p~rdides reaultantes neks to your tiffs de clortce neegos que pueden afectar el tltulo de au propledad The Commitment for Title Insurance ~s tho title insurance El Comprom~so pare Sogura de Titulo es la pmmess de la company's promise to ~saue the title Insurance policy The compahla sseguredore de tltulos de emiflr la pbliza de seguro Commitment ia a legal document You should review it de tltulo El Comprom~so es un dooumento legal Usted debs carefully to completely understand it before your closing date laerlo cuidadossmenta y enterderlo completamenta antes de la feche pare finaiizar su transacc~bn Your Commitment for Title Insurance ~s a legal contract between you and us The Commitment ~s not an opinion or report of your t~tle It ~s a contract to ~asue you a policy subject to the Comm~tment's terms and requirements Before lasu~ng a Commitment for Title Insurance (the Commitment) or a Title Insurance Policy (the Policy), the Title Insurance Company (tho Company) determines whether the title is inaureble This determination has already been made Part of that determ~netlon involves the Company's denle~on to insure the title except for certain risks that will not be covered by the Policy Some of these risks are listed in Schedule B of the attached Commitment as Exceptions Other risks are stated in the Policy aa Exclusions These risks will not be covered by the Policy Another part of the determination involves whether tho prom;se to ~nsure is conditioned upon certain requirements being met Schedule C of tho Commitment lists those requirements that must be sstished or the Company w~ll refuse the cover them You may want to d~scuss any matters shown on Schedules Bend C of the Commitment with an attorney These matters will affect your title and your use of the land When your Policy ~s issued, tho coverage will be limited by the Policy's Exceptions, Exclusions and Conditions, defined below EXCEPTIONS are title risks that a Policy generally covers but does not cover ~n a particular ~nstanoe Exceptions are shown on Schedule B or discussed in Schedule C of the Commitment They cen also be added ~f you de not comply w~th the Conditions section of the Commitment When the Policy is ~ssued, all Exceptions will be on Schedule S of the Pohcy EXCLUSIONS are title risks that a POlicy generally does not cover Exclusions are contained ~n tho Policy but not shown or d~scuased in the Commitment CONDmONS are additional provisions that qualify or l~m~t your coverage Conditions ~nclude your respone~b~llbes and thoae of the Company They are contained In the Policy but not shown or d~souased ~n the Commitment The PolK:y Condlbens 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 calling the Title Insurance Company at ~-800-ESE-SS~O or by calling tho title insurance agent that issued the Commitment The State Beard of Inaurence may revise 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 t-800-SSE-~4~S, Before the Policy is issued, you may request changes In the Policy Some of the changes to consider are Request amendment of the "area and boundary" exception (Schedule S, 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 is acceptable to the Company, your policy will insure you against loss because of discrepenc~as or conflicts in boundary lines, encroachments or protrusions, or overlapping of improvements The Company may then decide not to insure against specific boundary or survey problems by making spac~ exceptions m the Pohcy Nlow the Company to add an exception to "rights of parties in pcessss~on" If you refuse this exception, the Company or the title ~nsurenoe agent may inspect the property The Company may except to and not insure you aganst the rights of specific persons, such as renters, adverse owners or easement holders who occupy the land Tho Company may charge you for the inspection Fo~m Oommltment [l~tmall~t Effective Jafluary 1, las3 CO~EiITliENT FOR TITLE INSURANCE SCHEDULE A EFFECTIVE DATEs September 09, 1997 GF NO. = 97-1736S COI~ITHENT NO. ~ , iss~ Sep=ember 23~ 1997 at 8~ O0 ~ ~ ( If applicable) POLICY OR POLICIES TO BE ISSUED~ (a.) O~ POLICY OF ~TLE INS~CE (Form T-~) (Not applicable for i~roved one-to-four fa~ly residential real estate) Policy ~unt: TO BE DETERMINED Proposed I~ured~ CI~ O~ DE~ON (b.) O~E~ POLICY OF TITLE ~NS~CE - ONE-TO-PO~ F~LY ~SIDENCES (Form T-IR) Pol~u~ ~un~ Proposed I~ured~ (c.) ~RTG~EE POLICY OF TITLE INS~CE (Form T-2) Proposed Proposed Borro~r~ (d.) ~RTGAGEE POLICY B~ER ON I~ERIM CONSTRUCTION LO~ (Form B~er ~unt~ Proposed I~ured~ Proposed ( e. ) OT~ Pol~c7 ~un=~ Proposed 2. The in=eres~ in =he land covered by ~s Content is Fee S~mple 3. Record ~le =o =he land on =~ Effective Da~e appears to be yes=ed t~ RUTH G. ~LL~ and ~G~T ~YS and B~LLY H ~LL~ and ~C~A L. ~LLU~ and ~CH~L W. ~LL~ and B~ ~LL~ 4. Lesal descr~p=~on of =he land~ ~1 =~= terrain =rac~ o~ land bei~ s~=~=ed ~n =he ~ ~=e Survey, Abstract No 1~06 and =~ N. Wade Survey, Abstrac= No 1~07, Den=on County, Te~s and beins partic~arly described ~n g~b~t "A" attached hereto and ~de a part hereof Dentex Title Company A~thorized ~ountereignature FOP,~ Commi=ment-Sohedule A Effective January, I 1993 EXHIBIT "A" County Danmn Highway U.S. 77 Project Umita= Rom LH. 35 Rev November 28, ]994 To Ca J: 0196.02. Aosount: REID NOTES FOR PARCEL 8B BEING A PARCEL OF LAND SITUATED IN A CALLED 12E-ACRE PARCEL OF LAND CONVEYED TO BARBARA KELLUM, ET AL, RECORDED IN VOLUME 946, PAGE 263, DEED RECORDS DENTON COUNTY, TEXAS (DRDCTI, AND BEING SITUATED IN THE NATHAN WADE SURVEY, ABSTRACT NO. 1407, CITY OF DENTON, DENTON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS COMMENCING for raferonoe at a found bmee monument being a point on the south right of way line of Loop 288 (e variable width right of way); THENCE S 3~° 02' 30" W, along the south dght of way line of Loop 288, a distance of 32 62 feat to e set E/8- Inoh iron rod with en aluminum cap being the POINT OF BEGINNING. some being a point on the new north right of way line of U,8. 77. (I} THENCEa88· 11' 36" F., with the new nmlh right of way IIne of U.8 77, edlstanoeof346 14 feat to I sat S/a-loeb Iron rod with an aluminum cap for the southweaterly cut beck comer of the new Bonnie Brae Road right of we*/. (2) THENCE N 78° 48' 82" E. a dlotance of 150 O0 feet to · ant 5/8-inch Iron rod with an aluminum anp for the northwsotariy cut beak somer of the new Bonnie Brae Road right of way. THENCE[ N 31° 48' 82" E, with the new wcot right of wayIlne of B°nnle Bee Road. a dlatanc" of 464.93 feet to · ~at E/8-1rmh iron rod with an aluminum cap being in the south line of 8aid Loop 288; (4} THENCE N 88° Ea. 18" E. along the south line of Loop 288. · dlatanca of 38.94 feat to e set 120d nell with ehlnor, some being in the exietfng want right of way line of ~eid Bonnie Brae Road, {E! THENCE 8 00, 20' 08" W, along the oxladng w~at line of eeid Bonnie Brae Road, a dlmanca of 87.85 feat to a eat $20d nail with shiner In the new ee,t right of way fine of Bonnie Brae Road. (6} THENCE 8 31° 48' 82" W, with the new coat right of way line of Bonnie Brco Road. · distance of 437.46 feet to e eat 8/8-1rmh Iron md with an aluminum cap for the northsoatariy ,Jut back somer to the new north right of we,/line of U.8 77; (7) THENCEi 8 13° 11' 08" E, wtth sold new right of way line of U.S. 77,· dl~ance of BO,O0 feat to · cot E/8-1n~h Iron md with en aluminum cap for the southco,tarly ,Jut book oomer of the new north rigM of we,/line of U.$. 77, (8} THENCE 8 880 11, 38, E, with amd new right of way line of U.S 77, e dlmanca of 284.12 font to · eat 8/8-1coh Iron rod with an aluminum cap being in the exlatfng want right of way line of said Boonle Brae Road; (El THENCE B O0° 20' 08" W, along the axladng weat Ilea of ~ Boonla Brae Road. a dlatanca of 28.88 feet to ·fenso comer for the anuthcoat m~n,r of add Keilum trm=t, ~nd being In the exladng north right of Ymy line of U.8. 77; (10) THENCEN88e 13'88"W, wtththasouthllneofcoidKellumtmnt~ndthemdadngnorthright of way IMa of U.8. 77, a dlatenco of 747.92 feet m a point on the south right of way line of Loop 288; (11) THENCE N 380 02' 30" E, Mens the south line of LonP288, a dlmonco of 2E'84 feet to the POINT OF BEGINNING and containing 1.157 mere,, or 60,398 square feat of land, more or Ieee COI~tIT~ENT FOR TITLE INSURANCE SCHEDULE B EXCEPTIONS PROM COVERAGE G F. No.: 97-[7368 In addition 1:o ~.he Exclusions and Conditions and Stipulations~ your Policy w~ll not cover loss, ooete, attorneys' faes~ and expanses resulting fro~ 1. The followin~ restrictive covenants of record itemized below (We must either insert specific reoordin~ data or delete this exception)' This exception ia hereby deleted in its entirety. 2. Any disorepancie$~ 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 perenr~al rivers and streams~ lakes~ bays, gulfs or oceans~ or b. to lands beyond the line of the harbor or bulkhead lines as established or chan~ed by any governman=~ or c. to filled-in-lands, or artificial islands, or d. to statutory water rights~ tn~ludin~ riparian rtghts~ or e. to the area extendin~ from the line of mean low tide to the line o£ vesetation~ 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 oonditions of the documents creating your interest in the land. 7. l~ateriels furnished or labor performed in connection with planned construction before eignin~ and delivering the lien document described in Schedule ~ if the land is part of the homestead of the owner. (Applies to the ~ortgagee Title Policy Binder on Interim ~onstru~tion Lean 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 =o 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 PORlg ACCEPTABLE TO THIS C0~PANY. b. This policy insures real estate only and does not insure title to any removables which may be situated thereo~ c. Any matters that might arise as a result of a current survey o£ the property. d. Rights of parties in possession. (On OTP only) e. Any visible and apparent easements over and across said property, the existence of which does not appear of record. FOP~ Commitment-Schedule B Effective January 1, 1993 :ONTINUATION OF SCHEDULE B G. ff. No..' 97-L736S f. Any par= or portion of the herein described proper~y, 1yinS within the boundaries of a public or private road or risht of way. g. Any outstanding oil, gas and other mineral interest owned by others of record in the office of the County Clerk of Denton County, Texas, including, but not limited ~o the following~ 1) Lease between Eu~h Kellum e= al and Derrick Petroleum Inc. recorded on Oct 1, 1981 in Volume 1104, Page $84, Deed Records o£ Denton County, Texas 2) Lease between Billy ~- Kellum et al and W. It Marshall recorded on April 1985 in Volume 1616, Page 178, Peal Property Records of Denton County, Texas. *Title to said mineral leases~reservations have not been researched subsequent to date of doc,,m~nt. h. Easement granted to BRAZOS RIVER TRANSMISSION ELECTRIC COOPERATIVE, INC from ~.W. GOODWIN ET UX, by instrument filed DEC. 31, 1946 and recorded in Volume 332, Page 501, DEED Records, Denton County, Texas i. Easement granted to DENTON COUNTY ELECTRIC COOPERATIVE, INC. from ~. W GOOD,IN ET ~Y~ by ine~r--~nt filed AUG. 1S, 1947 and recorded in Volume 339, Page 123, DEED Records, Denton County, Texas. J. Easement granted ~o TEXAS MUNICIPAL POWER AGENCY from RUTH G. KELLU~ ET AL, by instrument filed JUNE $, 1986 and recorded in Volume 1900, Page 300, REAL PROPERTY Records, Denton County, Texas. FOEI~ Commitment-Schedule B Effective January 1, 1993 CO~T~4ENT FOP, T~TLE 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 ET~eptions in Schedule B of the Policy, unless you dispose of these matters to our satisfaction, before the date the Policy is issued: 1. Documents creating your title or interest must be approved by us and must be signed, notarized and filed for record. 2. Satisfactory evidence must be 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 c~arges 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 materialmen's liens have attached to the property, - there is legal right of access to and from the land, - (on a ~ortgagae Policy only) restrictions have not been and will not be violated that affect the validity and priority o£ the insured mortgage 3 You must pay the seller or borrower the agreed amount for your property or interest 4. Any defect, lien or othermstter that may affect title to the land or interest insured, that arises or is filed after the effective date of this Commitment 5. Upon receipt of a survey acceptable to Company and upon payment of all the expenses in connection with the survey and the applicable premium, if any, Item 2 of gchedule B will be deleted e=e~ept for "shortages in area," subject to any additional exceptions revealed by the survey. 6. Upon payment of the applicable premium, Paragraph 3 of Schedule B of any ~ortgagee Title Policy or Mortgagee Title Policy Binder on Interim Construction Loan will be amended to read as £ollowe~ "Standby fees, taxes and assessments by any taxing authority for the year 1997 and subsequent years" ?. Upon payment of the applicable premium, Paragraph 3 of Schedule B 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 yet 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 chan~a in the procedures and requirements for disbursement of funds pursuant to this transactio~u The State Board of Insurance has adopted Article 9.39A disbursement from trust fund accounts and Procedural Eule P-27 ~hich requires that sufficient "good funds" be received and deposited to the trust fund account before disbursment. "~ood funds" is defined in part as~ 1. cash or wire transfers$ 2. certified checks, cashier's checks and teller's checks$ 3. unoertified funds in amounts less than $1500.00, including personal checks, travelers checks, money orders, and negotiable orders of FOPd~ Co~tment-Schedule C Effective January 1, 1993 JONTINUATION OF SCHEDULE C G.F. No.~ 97-17368 withdrawall provided multiple items shall not be used to avoid :he $1500 00 limitatio~ and 4. uncertified funds in amounts of $1500.00 or more, drafts and any other items when collected b7 the financial institution 9. Obtain end return to title company a signed statement made by purchaser/borrower acknowledging receipt of title comm4tment prior to closing, and acceptance of the exceptions shown under Schedule B thereof. If the propert7 is occupied b7 other than ownar~ obtain tenant's disclaimer or waiver~ otherwise, exception will be taken to rights of parties in possessio~ 11. Obtain Seller's Affidavit aa to no debts, liens, etc on said property for recent improvements, if any, or under UCC filing. 12. A~ditional Closing Requirements ($ page ford must be signed and initialed by all parties in this transaction. 13. Bankruptcies= BAP~ARA F~ EEECE SS#N/A (PARIS) #lg41P 09/18/B7 BAP~ARA REESE gS~4~2-64-0772 (NOUSTO~ #42002 02/2?/97 , $$#457-72-1560 " " " REQUIRE~ENT~ Affidavit with proper identification to affirm that ~AR~ARA F. REESE, is not the same persom as an7 of those who are parties to any of the above mentioned bankruptcies CE require evidence that they have authority to ente~ into the trane action ~. Bankruptcies.' LAURA ]~ KELLUM g$#4~-06-~303 (DALLAS) #37307D 10/31/90 REQUIREMENTs Affidavit with proper identification to affirm that LAURA KELLUM, is not the acme person as any of those who are parties to any of the above mentioned bankruptcies OR require evidence that they have authority to enter into the transactiom 15 If RUTH G. KELLUI% MARGARET HAYS, BILLY H. KELLU~, MARCIA L. KELLU~ MICHAEL W KELLUI~ end/or BARBARA KELLUM is married then spouse(s) should loin in oonveyance 16 Require proper documentation showin~ who hms authority to execute documents on behalf of CITY OF DENTON. FOE~ Commitment-Schedule C Effective January 1, 1993 Alamo Title Insurance of Texas COMMITMENT FOR TITLE INSURANCE GF NO g7-1736S SCHEDULE D Pursuan~ to the requirements of Rule P-21, Basic Manual of RulesI Rates and Forms for the writing of Title Insurance in the State of Texas, the following disclosures are made 1. The following Individuals are directors and/or officers, as indicated, of Alamo Title Insurance of Texas. A1 ex H. Nalff, Chaiman of the Board, Oon H. Still, President, Ruth W McCracken, Senior Vice Prestdentl Richard B Squ=lla, Vice President, Pat L. Wilson, Secretary-Treasurer DIRECTORS~ Jack Biegler, Alex N. Halff, Ruth W McCracken, Travls M Moursand, Robert T. Rork, Don H. St=ll, E. Oon Walker, Jr , James Wilson and Pat L. Wilson Alex H. Halff, Howard A Halff, the Estate of Thomas A Halff, and Mortga e Loan & Agency Co. are owners of more than 10~ of the stock of Alamo ~itle Insurance of Texas. Travis M Moursund and Alfred Moursund are each an owner of more than 104 of the stock of Mortgage Loan & AgenCy Co. 2 The following disclosures are made by the Title Insurance Agent ~ssu=ng th~s commitment OWNERS of lO0~ of Oentex Tttle Company, Adams Title Company O]RECTORS of Dentex Title Company= Phil Adams, Ruth Adams & Rebecca Arnold-Moore OFFICERS ,of Oentex Title Comaany= Rebecca Arnold-Moore, President, Jack Hanna, Wce President, Stacte Bourland, Secretary/Treasurer Phil Adams and Ruth Adams own 1004 of the stock of Adams Title Company 3 You are entitled to receive advance disclosure of settlement charges ~n connection with e to osed transaction to which this commitment relates Upon ~our request, such ~c~os~re wtll be made to you Additionally, the na~e of ag~ per~n,,fl~ or ~e=vlng any sum from the settlement of this transaction or settlement statement. You are further advised that the estimated title premium* is' Owner Policy To Be Determined Mortgage Policy Endorsement Charges Total T~.~term:ned Of this total amount 1 7.7~ ~ will be pa~d to the policy issuing Title Insurance Company) ~? ...... ~ w=ll be retained by the Title Insurance Agency, and the remainder of th p~emlum will be pa~d to other part,es as follows AMOUNT TO WHOM FOR SERVICES * The estimated premium is based u~on information furnished to us as the date of this Commitment for Title Insurance. Final determ=nation of the amount of premium w=11 be made at closing in accordance with the Rules and Regulations adopted by the State Board of Insurance. Alamo Title Insurance of Texas GF No (Optional) DELETION OF ARBITRATION PROVISION (Not applicable to the Texas Res~dentml Owner Pohcy) ARBITRATION ~s a common form of alternative d~spute resolution It can be a quicker and cheaper means to settle a d~spute with your T~tle Insurance Company However, ~f you agree to arbitrate, you g~ve up your r~ght to take the T~tle Company to court and your r~ghts to d~scovery of ewdence may be hm~ted ~n the arb~tratmn process In add~tlon, you cannot usually appeal an arbitrator's award Your policy contains an arbitration provision (shown below) It allows you or the Comaanv to re~'ulre arbitration If the amount of Insurance Is $1,000,000 or less If you want to retain your right to sue the Company In case of a dispute over a olalm, you must request deletion of the arbitration provision before the policy Is 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 prowsmn ~n the Pohcy ~s as follows "Unless prohtb~ted by apphcable law or unless th~s arbitration section ~s deleted by specific prows~on m Schedule B of th~s pohcy, e~ther the Company or the Insured may demand arbitration pursuant to the T~tle Insurance Arbitration Rules of the American Arb~trabon Assocmt~on Arbitrable matters may include, but are not hm~ted to, any controversy or claim between the Company and the Insured ar~s~ lng out of or relating to th~s Policy, and service of the Company m connection w~th Its issuance or the breach of a pohcy prows~on or other obhgat~on All arbitrable matters when the Amount of Insurance ~s $1,000,000 or less SHALL BE arbitrated at the request of e~ther the Company or the Insured, unless the ~nsured ~s an ind~wdual person (as d~stmgmshed from a corporation, trust, partnership, associa- tion or other legal entity) All arbitrable matters when the Amount of Insurance is ~n excess of $1,000,000 shall be arbitrated only when agreed to by both the Company and the Insured Arb~tratmn pursuant to this Pohcy and under the Rules ~n effect on the date the demand for arbitration Is made or, at the opbon of the Insured, the rules ~n effect at the Date of Pohcy shall be binding upon the parties The award may ~nclude attorney's fees only ~f the laws of the state m which the land ~s located permit a court to award attorneys' fees to a preva~hng party Judgment upon the award rendered by the Arbitrator(s) may be entered ~n any court hawng lurlsd~cbon thereof The law of the s~tus of the land shall apply to an arbitration under the T~tle 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