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1992-080e \wpdocs\fd~c o 1400 4 20 ORDINANCE NO AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF DENTON AND THE FEDERAL DEPOSIT INSURANCE CORPORATION FOR 200 ACRES OF REAL PROPERTY, AUTHORIZING THE EXPENDITURE OF FUNDS, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the Federal Deposit Insurance Corporation owns approximately 200 acres of real property bounded by Teasley Lane and Hobson Road, and WHEREAS, the City of Denton is in need of additional park land in the southern part of the City, and WHEREAS, the property would be particularly suited for recreational purposes, and WHEREAS, the City can acquire the land at an advantageous price, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I. That it authorizes the Mayor to execute the attached Purchase and Sale Agreement between the City of Denton and the Federal Deposit Insurance Corporation providing for the pur- chase of approximately 200 acres of real property as described the Agreement SECTION II That it authorizes the expenditure of funds in accordance with the terms of the Agreement PASSED AND APPROVED this the~" day of ~ , 1992 BOB CASTLEBERRY, MAYOR/ ATTEST / JENNIFER WALTERS, CITY SECRETARY DEBRA A DRAYOVITCH, CITY ATTORNEY AMERICAN TITLE COMPANY May 7, 1992 Mr Lloyd V Harrell C~ty Manager C~ty of Denton 215 E McK~nney Denton Texas 76201 RE FDIC/City of Denton - Denton 200 Our F~le No 200600 B Dear Mr Harrell Enclosed please f~nd the or~ganal commitment for Title Insurance perta~nang to the captioned transaction For your convenience and review, we have ~ncluded cop~es of the documents referenced thereon Also ~ncluded is a fully executed and receipted Purchase and Sale Agreement We are also in receipt of your earnest money an the amount of $25,000 00 whach we have ~nvested an an lnterest bearlng account thas day We trust these items wall meet w~th your approval, however, should you need anything addational at thas tame, please feel free to call We look forward to hearing from you Thank you Very truly yours, Carole Badgett Sen~or Vace President CB/in enclosures cc Debra Adam~ Drayovitch w/enclosures Mark Epperson w/enclosures G R Jacobs w/enclosures Rick Redle w/enclosures The Katy Building 701 Commerce Street Suite 110 Dallas Texas 75202 (214) 760 4200 Fax (214) 742 4401 INDEX PURCHASE AND SALE AGREEMENT (UNIMPROVED PROPERTY) (CASH SALE) SECTION TITLE PAGE 2 Purchase Price. Earnest Money 1 3 Title Commitment. Survey 2 4 Representations and Warrannes. Closure, 3 5 Notmes 8 6 ~ 9 7 Assigns 10 8 Govermng Law. T~me ~s of the Essence 10 9 Remedies 10 ~o ~ ~ 11 ~nt~re Agreement. Interpretation. Severabfl~ty. Attorney's Fees. Counterpart. Memorandum of Agreement 12 12 D~sclmmer. Wmver of Clmms 13 13 Feasibility Inspection Period. C.;m~alm~lo~ 14 14 Offer Only, Effecttve Date 16 15 Condmoned Upon Committee Approval 16 16 Statutory Disclosures Regarding the Property_ 16 Exhibit "A" - 1~.9I~!2y~:19211~ Exhibit "B" - ~ Exlublt "C" - ~ [Intentxonally Deleted] Exlubxt "D" - l. ltfi~ .ty Dtstnct Dtsclosure. ~ [Intentionally Deleted] PURCHASE AND SALE AGREEMENT (UNIMPROVED PROPERTY) (CASH SALE) THIS PURCHASE AND SAI.R AGREEMENT (thas "A_g.Le&lll.e~") as entered into between the FEDERAL DEPOSIT INSURANCE CORPORATION, as Manager of the FSLIC RESOLUTION FUND, as Receiver for lhrst Savings and Loan Association of Burkburnett ("Seller") and the Caty of Denton, Texas, a mumcapal corporation of the State of Texas ("Purchaser") In cOnSlderataon of the mutual covenants and agreements set forth herein, the partaes hereto hereby agree as follows Section 1 Seller hereby agrees to sell, convey and assign to Purchaser without warranty and Purchaser hereby agrees to purchase and accept from Seller, for the Purchase Price (hereanafter defined) and on and subject to the terms and condltaons hereto set forth, that certmn tract or parcel of land s~tuated m Denton County, Texas, described in Exhab~t "A" attached hereto and incorporated hereto for all purposes, together w~th all and singular the rights and appurtenances pertmmng to smd tract, including, but not lmuted to, any right, tttle and anterest of Seller an and to adjacent streets, alleys or rights-of-way (the "property.") Section 2 Purchase Price. Earnest Money (a) The purchase price (the "~") for whach Seller agrees to sell and convey the Property to Purchaser, and which Purchaser agrees to pay to Seller, subject to the terms hereof, as the amount of FIVE HUNDRED THOUSAND DOLLARS AND NO/100 ($$00,000 00), whach shall be prod ~n cash, w~red funds, cashaer's or certffied check at Closing (hereinafter defined) (b) Concurrently vath the execution hereof, Purchaser has dehvered to the Tatle Company (hereanafter defined) cash or cashier's or cemfied check payable to the T~tle Company an an amount equal to $~5,000 00 as earnest money (the "~") The T~tle Company shall munedmtely present the check for payment The Earnest Money shall be deposited m an interest beanng account and shall be held and dehvered by the T~tle Company m accordance vnth the prov~smns of thas Agreement P/S Agmt(TX/U) - Page Denton 200 Land ((Denton)/Burkburnett 290492/05 (c) Purchaser has dehvered to Seller concurrently herevath, Purchaser's cheek in the amount of one hundred dollars ($100 00) (the "Option Fee"), whmh sum the partaes bargained for and agreed to as eons~deratlon for the exclusive right to purchase the Property pursuant to the terms hereof Tins Option Fee as m adchtaon to and independent of any other consideration or payment prowded m th~s Agreement, as not refundable, and shall be retained by Seller notwithstanding any other prowsaon of thas Agreement Section 3 Title Commitment. Survey (a) W~than fifteen (15) days after the Effectxve Date (hereinafter defined) of th~s Agreement, Seller shall dehver or cause to be dehvered to Purchaser the followang (1) Comrmtment for Tatle Insurance (the 'q'ltle Commitment") from American Title Company [701 Commerce Street, Dallas, Texas 75202] (the "Fltle Company"), addressed to Purchaser, covenng the Property and binding the Tale Company to issue to Purchaser at Closing a Texas Standard Form Owner Poho' of T~tle Insurance (the "Title Pohcy") m the amount of the Purchase Price, wath such T~tle Commatment setting forth the status of the t~tle of the Property and shovnng all hens, clmms, encumbrances, easements, rights-of-way, encroachments, reservataons, restnctaons and any other matters of record affecting the Property Tile Tnle Cormmtment shall proxqde that the survey exception may be modffied m the T~tle PollO', at Purchaser's sole cost and expense, to except "shortages m area" only (2) A true and legible copy of all recorded documents referred to ~n the T~fle Conumtment as exceptions to ntle to the Property (3) A currently dated and certified boundaxy survey (the "Survey") of the Property contatrang the reformation and meeting the reqmrements of the Survey Instruetaons attached hereto as Exhibit "B" and incorporated hereto for all purposes The legal description of the Property contained m the Survey, once approved by Seller, ff dafferent from the description contained m Exh~bat "A" hereto, shall be substituted for the desenptaon of the Property contained an Exlubat "A", and thas A~reement shall be deemed amended thereby, w~thout the necessity of tho pames hereto executing any further amendment to th~s Agreement The Survey and certification thereof may be a re-certification of a prior survey of the Property if such survey othemase conforms to the reqmrements of Exhibit "B" P/S Agmt(TX/U) - Page 2 Denton 200 Land ((Denton)/Burkburnett 290492/05 (b) Purchaser shall have ten (I0) days from the receipt of the information referred to an Section 3(a) hereof to exarmne the same and to specify to Seller m writing those items which Purchaser finds objectionable (the "~") If Purchaser does not dehver to Seller a written nouce specifying those items which are Encumbrances wlthan ten (10) days after the receipt by Purchaser of the mformauon referred to an Section 3(a) hereof, then all of the items reflected on the Tatle Comnutment and the Survey shall be deemed to be pernutted exeeptaons to title CPernntted Exceptions") Moreover, all atems referenced herelnbelow m Sectmn 4(c)(1)(m) as the standard pnnted exceptaons shall be deemed Pernntted Exceptions (c) If Purchaser objects to any item set forth on the Tatle Connmtment or the Survey an the manner required by SecUon 3(b) hereof, Seller shall use reasonable efforts to cure such matters before Closing but shall have no obhgataon to expend any sums to do so In the event Seller is not able to cure such matters prior to Closing, Purchaser shall have the right to eather 0) terminate this Agreement by written nouce thereof to Seller, m which event Purchaser shall be refunded the Earnest Money together vath all interest earned thereon, but shall have no further rights hereunder, or (la) weave such title matter and proceed to Closing, vathout any reductaon m the Purchase Praee If, at any tame prior to Closing, Seller notifies Purchaser that it can not cure any pamcular title matter or matters, Purchaser shall have five (5) business days from receapt of such noUce to determine whether to ternunate th~s Agreement as set forth m Section 3(e)0) heremabove, and receave a refund of the Earnest Money together w~th all anterest earned thereon, or wave any such matter(s) and proceed to Closing In the event Purchaser foals to Umely dehver the written horace of termination provaded for m Sectaon 3(e)0) above, Purchaser shall be deemed to have waived all such tatle matters an accordance vnth Sectmn 3(c)(u) above for all purposes Section 4. Renresentations and Warranties. Closxn~ (a) Purchaser represents and warrants to Seller as follows (1) Purchaser as executing thas Agreement as a mumopal corporataon Purchaser and each of the persons executing thas Agreement on behalf of Purchaser represent and warrant that (0 Purchaser is a duly authorized and exastmg mumcapal corporauon m good standing, (n) Purchaser ~s quahfied to do bnsmess an Texas, (m) Purchaser has full right and authority to enter rote this Agreement and to consummate the transaction contemplated hereto, (xv) each of the persons executing fins Agreement on behalf of Purchaser as authorized to do so, and (v) P/S Agmt(TX/U) - Page 3 Denton 200 Land ((Denton)/Burkburnett 290492/05 thas Agreement constatutes a valad and legally banding obllgataon of Purchaser, enforceable m accordance vath ats terms (2) IntenUonally deleted (3) As soon as possible, and m no event later than fifteen (15) days after the Effectave Date, Purchaser shall dehver to Seller such documentation as Seller may reasonably reqmre to evadence the matters set forth m either Sectmn 4(a)(1) or (2) above, including, vathout hnutatlon, corporate or Caty Council resolutions authorizing the transacUon contemplated herein (4) There are no material legal or admamstranve procee&ngs pen&ng or, to the best of Purchaser's knowledge, threatened against or affecting Purchaser (5) Purchaser and each of the persons executang this Agreement on behalf of Purchaser hereby represent and warrant that except as othemnse prevaously dasclosed in wntmg by Purchaser to Seller, neither Purchaser, nor any Caty Councd member, or other authorized person m control of or under common control vath Purchaser, is now, or has ever been, an employee of the following entrees or their successors (0 the Federal Savangs and Loan Insurance Corporanon ("FSLIC"), (n) a Federal Home Loan Dastnct Bank, (aaa) the Federal Home Loan Bank Board, 0v) a FSLIC Receavershap, or any subsadlanes or affihates thereof, (v) the Federal Asset Dasposmon AsSOClataon CFADA") or other contractors assastmg the FSLIC or receavershlps m management or dasposmon of assets, (va) the Federal Depom Insurance Corporation ("FDIC'), or (va0 any of the agencies created under the Financial Instatutlons Reform, Recovery and Enforcement Act ("FIRREA") (6) Purchaser and each of the persons executing thas Agreement on behalf of Purchaser represent and warrant that, to the best of thear knowledge, there are no agreements, written or oral, express or ~mphed, between Purchaser or any of the persons execuung thas Ag[cement on behalf of Purchaser and (~) (~ttJA~'¥/~0~//~t'F ~ (the"~") for the payment of'any ad&Uonal mounts to the Former Owner or any person or entity affihated or connected wath the Former Owner m connection w~th the sale of the Property or whach contemplate the retenUon by or conveyance to the Former Owner or any person or entity affihated or connected w~th the Former Owner of any interest P/S Agmt(TX/U) - Page 4 Denton 200 Land ((Denton)/Burkburnett 290492/05 in the Property or any interest an any entaty which may own or hold title to the Property, and Purchaser and each of the persons executing this Agreement on behalf of Purchaser are not aware of any such agreements between the Former Owner or any person or entity affihated or connected vath the Former Owner and any third party (7) In addition to the acts and deeds recited herein and contemplated to be performed, executed and delivered by Purchaser, Purchaser shall perform, execute and dehver or cause to be performed, executed and dehvered at the Closing or after the Closing, any and all further acts, deeds and assurances as Seller or the T~tle Company may reasonably require to consummate the transaction contemplated herein (b) The Closing of the sale of the Property by Seller to Purchaser ("Closln_~") shall occur no later than the first business day following the expiration of fifteen (15) days from and after the expxratmn of the Inspection Period as defined m Seetaon 13(b) hereof (the ".C,I~") The Closing shall occur m Seller's offices, or m the offices of the Title Company, at Seller's option (c) At the Closing, the following shall occur (1) Seller shall deliver or cause to be delivered to Purchaser the following 0) Evadence satisfactory to the Title Company that the person or persons executing this Agreement and the closing documents on behalf of Seller have full right, power and authority to do so (n) A Speeml Warranty Deed (the "Deed") m a form sufficient to convey good and indefeasible tafle, executed and acknowledged by Seller and cunveymg the Property to Purchaser, subject only to the Perrmtted Exceptions and the other matters set forth herein The Title Pohey, assued m the full amount of the Purchase Pnee (prermum cost allocated as provided herembelow), msunng fee sample indefeasible title to the Property m Purchaser, subject only to the Permatted ExcepUons, including, vathout hm~tatmn, the standard pnnted exeepuons contained m Schedule B thereof, prowded however, (A) the standard exeeptaon as to restrictive covenants shall be deleted m its enurety (unless recorded restrictive covenants are specified as or deemed to be Perrmtted Exceptions, in which event the recording lnformataon P/S Agmt(TX/U) - Page Denton 200 Land ((Denton)/Burkburnett 290492/05 thereof shall be listed under such exception), (B) the standard exception as to survey shall be lirmted to "shortages in area" only, at Purchaser's option and sole expense, (C) the standard exception as to taxes shall be ltnuted to the current year and subsequent years not yet due and payable, and subsequent assessments for prior years due to change in land usage or ownership, and (D) the standard exception as to rights of parties in possessxon shall be hrmted to rights of tenants m possession as tenants under any presently effective unrecorded and recorded leases, proxaded further, however, delivery of the Title Policy may be delayed in order to allow the Txfle Company to insert recording mformat~on as to the documents recited thereto which must be recorded at Closing 0v) A Non-Foreign Affidavit stating, under penalty of perjury, that Seller ~s not a "foreign person'' vathm the meamng of Sections 1445(0(3) and 7701(a)(30) of the Internal Revenue Code of 1986, as amended (2) Purchaser shall dehver or cause to be dehvered to Seller cash, wired funds or a cashier's or certffied check made payable to the order of Seller, at Seller's option, m the amount of the Purchase Price, due credit being g~ven for the Earnest Money 0neludmg interest earned thereon) and any deposits, fees or the hke retained by Seller, together vath such additional funds as may be necessary to cover Purchaser's share of the closing costs and prorations hereunder (3) Seller and Purchaser shall cause to be dehvered to the Txtle Company such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated hereto (d) All normal and customarily proratable aems, including, w~thout hnutat~on, payments relating to agreements affecting the Property which surmve Closing, shall be prorated as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credxted for all of same on and after such date (e) All ad valorem real estate taxes and assessments lewed or assessed agam.~t the Property shall be prorated according to the calendar year as of the Closing Date, based on the most recent tax bill for the Property, Seller being charged and eredtted for same up to such date and Purchaser being charged and credited for same on and after such date Such prorations shall be final and P/S Agmt(TX/U) - Page 6 Denton 200 Land ((Denton)/Burkburnett 290492/05 unadjustable If the Property is not assessed as a separate parcel for tax purposes, then such taxes and assessments attributable only to the land (excluding buildings and improvements) associated w~th the tax parcel shall be deterrmned by multiplying the total ball attributable only to the land associated w~th the tax parcel by a fraction haxang as its numerator the total amount of acreage (to the nearest 1/100th of an acre) contained w~thm the Property and as its denormnator the total amount of acreage (to the nearest 1/100th of an acre) contained vothm such tax parcel The amount of such total bill as described above shall be prorated as of the Closmg Date and such prorataon shall be final and unadjustable If at Closing the Property is not being treated as a separate tax parcel, then vothm thirty (30) days after Closing Purchaser shall, at its cost and expense, file to have the Property assessed separately for tax purposes The obhgat~on set forth m the immediately preceding sentence shall surxnve Closing and not be merged therein (f) In the event the Property has been assessed for property tax purposes at such rates as would result m "roll back" taxes upon the change m land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and to mdemmfy and save Seller harmless from and agmnst all clmms and habthty for such taxes Such mdemmty shall sunnve Closing and not be merged therein. (g) Upon completion of the Closing, Seller shall dehver to Purchaser possession of the Property free and clear of all tenancies of every lond and part,es m possession, except for tenants entitled to possession under any presently effective unrecorded or recorded leases (h) (1) Purchaser shall pay for the cost of O) recording the Deed, (11) any financing obtained by Purchaser in connection w~th its purchase of the Property pursuant hereto, (iii) any documentary stamp taxes, deed taxes, transfer taxes, intangible taxes, mortgage taxes or other smular taxes, fees or asse$$111ents~ 0v) sennces recurred by Purchaser m performing its feaslblhty study and related tests and mvest~gauons, and P/S Agmt(TX/U) - Page 7 Denton 200 Land ((Denton)/Burkburnett 290492/05 (v) to the extent of one half (1/2) of smd cost, the Tatle Company's escrow fee, the T~fle Conumtment, and the Tlfle Policy (2) Seller shall pay for the cost of 0) prepanng the Deed, (10 the Survey, and (m) to the extent of one-half (1/2) of smd cost, the Tafle Company's escrow fee, the Title Comnmment, and the Title Pohcy (3) Each party shall pay ars own attorney's fees (4) Intentmnally deleted Section 5 Not~ees Any notace provided or reqmred to be g~ven under thas Agreement must be m writing and shall be served (and shall be deemed to have been served) 0) by depositing same an the Umted States moal, addressed to the party to be notafied, postage prepaad and regastered or eertafied w~th return receapt requested, (aa) by dehvermg the same to such party or agent of such party, an person or by commercual courier, or (ua) by facsmule or by deposat~ng the same into the custody of a natmnally recogmzed overmght dehvery service such as Federal Express CorporaUon, Airborne Express, Emery or Purolator, addressed to the party to be notified For purposes of not,ce, the addresses of the partaes shall be as follows If to Seller, to FEDERAL DEPOSIT INSURANCE CORPORATION, as Manager of the FSLIC RESOLUTION FUND as Receiver for First Savings and Loan Association of Burkburnctt One Spectrum Center 5080 Spectrum Dnve, State 1000E Dallas, Texas 75248 Attentmn Man Epperson Telephone No (214) 701-2324 Wath copy to FDIC Legal Davasaon One Spectrum Center 5080 Spectrum Drive, State 400W Dallas, Texas 75248 Attentmn t3 R Jacobs, Staff Attorney Telephone No (214) 701-5415 P/S Agmt(TX/U) - Page 8 Denton 200 Land ((Denton)/Burkburnett 290492/05 If to Purchaser, to Lloyd V Harrell, City Manager C~ty of Denton 215 E McFdnney Denton, Texas 76201 Telephone No With copy to Debra Adarm Drayowtch, City Attorney Legal Department C~ty of Denton 215 E Mcgauney Denton, Texas 76201 Telephone No From tame to tame either party may designate another address for all purposes of th~s Agreement by glxang the other party no less than ten (I0) days advance notme of such change of address m accordance with the provisions hereof Section 6 ~ In the event, but only m the event, the transactmn dascnbed m th~s Agreement closes in accordance vath the terms of this Agreement or any extensmn hereof (including w~thout hrmtataon any deadlines for closing), Seller agrees to pay, subject to the terms hereof, and of a separate apphcable hstmg agreement, a brokerage conumssmn (the "~") equal to six percent (6%) of the Purchase Price, payable to RMG Commercial ("Agent") Attn Rack Redle 4222 Tnmty Mills, State 255 Dallas, Texas 75287 The Cornmassion shall be payable at Closing only if and when the transactmn contemplated by this Agreement actually closes and then only as and when Seller receives the Purchase Pnee No Commission shall be pa~d ff the transaeUon contemplated by this Agreement as not completely dosed m accordance with the terms hereof Agent may agree to divide commissions with any other heensed real estate broker or salesman, but notwithstanding any such agreement for d~wslon of the Commamon, Seller shall be fully protected an paying the entire Conumssmn to Agent and Seller shall have no obhgataon to any such other broker or salesman. Purchaser and Seller each represent and warrant to the other that, except as set forth above vnth respect to Agent, no real estate broker or agent has been anthonzed to act on such representing party's behalf Purchaser acknowledges that, at the tune of exeeutton of th~a Agreement, Agent advised Purchaser by this writing that Purchaser should P/S Agmt(TX/U) - Page 9 Denton 200 Land ((Denton)/Burkburnett 290492/05 have the abstract covenng the Property exanuned by an attorney of Purchaser's own selection or that Purchaser should be furmshed w~th or obtain a pohcy of title insurance Section 7 ~ This Agreement shall inure to the benefit of and be binding on the pames hereto and their respective heirs, legal representatives, successors and assigns Notw~thstandmg the foregoing, Purchaser shall not have the right to assign its interest m this Agreement w~thont the prior written consent of Seller, which consent will not be unreasonably w~thheld, and any such assignment to which Seller has not so consented shall be null and void and of no force or effect Section 8 (~overnlno Law.' Time is of the Essence This Agreement ns being executed and delivered and ii intended to be performed m the State of Texas, and the laws of such state shall govern the validity, eonstrnctaon, enforcement and interpretation of this Agreement unless otherwise specified herein The parties hereto wmve the right to be sued elsewhere and agree and consent to the jurisdiction of any court of competent jurisdiction located in Dallas County, Texas T~me is of the essence in the performance of each party's obhgatmns hereunder Sectaon 9 Remedies (a) If Purchaser refuses or falls to consummate the purchase of the Property pursuant to this Agreement for any reason other than ternunatlon hereof pursuant to a right granted to Purchaser hereunder to do so, or breach by Seller of its agreements hereunder, then Seller, as 1ts sole and exclusave remedy, shall have the right to terrmnate this Agreement by glwng Purchaser and the Title Company written notice thereof, m which event neither party hereto shall have any further rights, duties or obhgatlons hereunder and Seller shall be entitled to demand, as hqmdated damages (Seller and Purchaser hereby acknowledging that the amount of damages resulting from a breach of this Agreement by Purchaser would be difficult or impossible to accurately ascertain), the Earnest Money, together wath all interest earned thereon, wlueh shall be Immediately released and dehvered to Seller by the Title Company [unless prexaously released and dehvered by the Title Company to Seller pursuant to Sectaon 13(d) hereof] By Its executaon hereof, Purchaser acknowledges that the Tttle Company shall have no hablhty to Purchaser an the event at dehvers the Earnest Money and accrued interest thereon to Seller m accordance vnth the terms of tfus Section 9(a), and agrees that the Title Company shall comply wath the proxqsloas of this Section 9(a) w~thont the need for subsequent approval or anthonzatmn from Purchaser Notvnthstandmg the foregoing, m the event of any other default by Purchaser under this Agreement, Seller shall have any and all rights and remedaes available at law or m oqmty by reason of such default P/S Agmt(TX/U) - Page 10 Deaton 200 Land ((Denton)/Burkburnett 290492/05 (b) If Purchaser terrmnates this Agreement pursuant to a right granted to Purchaser hereunder to do so, absent Seller default, then neither party hereto shall have any further rights, duties or obligations hereunder, and the Earnest Money together w~th all interest earned thereon shall be returned to Purchaser (c) If Seller fmls to perform any of its obligations or agreements hereunder either prior to or at Closing, Purchaser may ternunate this Agreement by written nonce thereof to Seller, at which time the Earnest Money together w~th all interest earned thereon shall be returned to Purchaser, and Seller shall reimburse Purchaser for its reasonable out-of-pocket expenses incurred in connection w~th this transaction prior to such default up to the mammum amount of ONE THOUSAND AND NO/100 DOI.IARS ($1,000 00), as Purchaser's sole and exclusive remedy In no event shall Seller be liable to Purchaser for any other actual, pumnve, speculative or consequential damages, nor shall Purchaser be entitled to bnng a clmm to enforce speafic performance of this Agreement Section 10 ~ (a) In the event that all or any substantial portion of the Property is condemned or taken by ermnent domain prior to Closing, Purchaser may, at 1ts option, either (Q terrmnate this Agreement by written notice thereof to Seller wathm ten (10) days after Seller nonfies Purchaser of the condemnation or talang, and receive the immediate return of the Earnest Money and all interest earned thereon, or (ii) proceed to close the transaction contemplated herein pursuant to the terms hereof, in which event Seller shall dehver to Purchaser at Closing any proceeds actually received by Seller attributable to the Property from such condenmatlon or ermnent domain proceeding, or assign to Purchaser at Closing any right Seller may have to any condemnation or ermnent dommn award attributable to the Property, and there shall be no reduction in the Purchase Puce In the event Purchaser fails to timely deliver written notice of tenmnanon as described in Section 10(a)0) above, Purchaser shall be deemed to have elected to proceed in accordance vath Section 10(a)(u) above (b) For the purposes of Section 10(a) hereof, a "substantial portion" of the Property shall be deemed to include any talang which damages the Property to the extent of FIFTY THOUSAND AND NO/100 DO! .I ARS ($50,000 00) or more (and shall not m¢lude any talang of less than such amount), or winch materially interferes w~th direct access to and from the Property to any pubhc street Notwithstanding anything to the contrary continued in smd Secnon 10(a), m the event the proceeds payable w~th respect to the Property as a P/S Agmt(TX/U) - Page 11 Denton 200 Land ((Denton)/Burkburnett 290492/05 result of any takang exceed the Purchase Price, Seller shall have the right to term_mate this Agreement by delivering written notice thereof to Purchaser within thirty (30) days after Seller becomes aware of the proceeds payable w~th respect to any such takang, and m such event, the Earnest Money and all interest earned thereon shall be immediately returned to Purchaser, as provided for heremabove In the event that any takdng is less than a substantial portion of the Property, Purchaser shall be obligated to proceed w~th Closing, m which event Seller shall deliver to Purchaser at Closing any proceeds actually received by Seller attributable to the Property from such taking, or assign to Purchaser at Closing any right Seller may have to such proceeds (c) Risk of loss or damage to the Property, or any part thereof, by fire or other casualty up until Closing shall be borne by Seller, and thereafter by Purchaser Section 11 Entire Am'eement: lnternretation. Severability. Attorney's Fees. Counterg_ art. Memorandum of A_ar~ment (a) This Agreement is the entire agreement between Seller and Purchaser concermng the sale of the Property and supersedes all prior agreements and understandings, if any, w~th regard thereto, and no modification hereof or subsequent agreement relative to the subject matter hereof shall be binding on either party unless reduced to writing and signed by the party to be bound (b) The paraes acknowledge that each party and its counsel have rewewed and rewsed this Agreement, and the parties hereby agree that the normal rule of constrncUon to the effect that any amblgumes are to be resolved agmnst the drafting party shall not be employed m the interpretation of thts Agreement or any amendments or exhibits hereto (c) In case any one or more of the provisions contained in this Agreement shall for any reason be held to be tnvalld, illegal or unenforceable m any respect, such mvahdity, fllegahty or unenforceabfllty shall not affect any other provasmns hereof, and this Agreement shall be construed as if such invalid, dlegal or unenforceable provisions had never been contained hereto. (d) Should either party employ an attorney or attorneys to enforce any of the prowstons hereof, or to recover damages for the breach of this Agreement, the non-prevailing party tn any final judgment agrees to pay the other party all reasonable costs, charges and expenses including attorney's fees expended or recurred in connection therewith P/S Agmt(TX/U) - Page 12 Denton 200 Land ((Denton)/Burkburnett 290492/05 (e) This Agreement may be executed ~n any number of identical counterparts If so executed, each of such counterparts is to be deemed an original for all purposes and all such counterparts shall collectively constitute one agreement (0 In no event shall this Agreement or any memorandum hereof be recorded in the public records of the place in which the Property is situated, and any such recordation or attempted recordation shall constitute a breach of this Agreement by the party responsible for such recordation or attempted recordation Section 12 Disclaimer:. Waiver of Claims (a) SEIJI.~R AND PURCHASER ACKNOWLgDGE AND AGREE THAT SEH.gR ACQUIRED THE PROPERTY AS A RECEIVER, OR PURSUANT TO A TRANSFER FROM FSLIC/FDIC AS RECEIVER, AND CONSEQUENTLY HAS LITrLE, IF ANY, KNOWLEDGE OF THE PHYSICAL OR ECONOMIC CHARACTERISTICS OF THE PROPERTY ACCORDINGLY, EXCEPT AS OTHERWISE SPECIFIC3! .! ~Y STATED IN THIS AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRYITEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING 0) THE NATURE AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, AND THE SUITABILITY THEREOF AND OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY ELECT TO CONDUCT THEREON, AND THE EXISTENCE OF ANY ENVIRONMENTAL HAZARDS OR CONDITIONS THEREON (INCLUDING THE PRESENCE OF ASBESTOS) OR COMPLIANCE WITH AI JI. APPLICABLE LAWS, RUI~ES OR REGUI_~TIONS, (u) EXCEPT FOR ANY WARRANTIES CONTAINED IN THE DEED TO BE DELIVERED BY SELLER AT CLOSING, THE NATURE AND EXTENT OF ANY RIGHT-OF-WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR OTHERWISE, AND (rtl) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY PURCHASER ACKNOWLEDGES THAT IT WIT.I. INSPECT THE PROPERTY AND PURCHASER WILL RELY SOI.gLY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SEI.I~ER PURCHASER FURTHER ACKNOWLEDGES THAT THE INFORMATION PROVIDED AND TO BE PROVIDED WITH RESPECT P/S Agmt(TX/U) - Page 13 Denton 200 Land ((Denton)/Burkbumett 290492/05 TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND SELLER (1) HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION, AND (n) DOES NOT MAKE ANY REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION THE S.AI.F!. OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS" BASIS, AND PURCHASER EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF SEI.I.g.R HEREIN, EXCEPT AS OTHERWISE SPECIFIED HEREIN, SEIJ.ER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTIC~ PURPOSE, IN RESPECT OF THE PROPERTY (b) Purchaser agrees that Seller shall not be responsible or hable to Purchaser for any constructmn defect, errors, ormssmns, the presence of envxronmentally hazardous materials, or any other condxt~ous affecting the Property, as Purchaser ~s purchasing the Property AS-IS, WHERE-IS, and WITH ALL FAULTS Purchaser or anyone clmrmng by, through or under Purchaser, hereby fully releases Seller, ~ts employees, officers, d~rectors, representatives and agents from any and all clmms that ~t may now have or hereafter acqmre against Seller, as employees, officers, d~rectors, representatives and agents for any cost, loss, habfi~ty, damage, expense, demand, act, on or cause of acUon arising from or related to any construction defects, errors, ormss,ous, the presence of enwronmantally hazardous materials or any other condmons affecting the Property Purchaser further acknowledges and agrees that th~s release shall be given full force and effect accord,ng to each of ~ts expressed terms and provisions, including, but not 1,mated to, those relating to unknown and suspected clmms, damages and causes of action Thas covenant releasing Seller shall be a covenant runmng w~th the ProperV/ and shall be binding upon Purchaser Seller hereby assigns w~thont recourse or representation of any nature to Purchaser, effecuve upon Closing, any and all clmms that Seller may have for any such defects, errors, onuss~ous or presence of environmentally hazardous materials on or in the Property As a material covenant and cond,tlon of fins Agreement, Purchaser agrees that m the event of any such construeuon defects, errors, ormssxons, the presence of envaronmentally hazardous materials, or any other tendinous affecting the Property, Purchaser shall look solely to Seller's predecessors or to such contractors and consultants as may have contracted for work m connecUon vnth the Property for any redress or rehef Upon the assignment by Seller of ats clanm, Purchaser releases Seller of all rights, express or amphed, Purchaser P/S Agmt(TX/U) - Page 14 Denton 200 Land ((Denton)/Burkburnett 290492/05 may have against Seller arising out of or resulting from any construction defects, errors, ormsslons or the presence o£ environmentally hazardous materials on or m the Property Purchaser further understands that some of Seller's predecessors in interest may have filed petitions under the bankruptcy code and Purchaser may have no remedy agmnst such predecessors, contractors or consultants This wmver and release of clmms shall survive Closing Section 13 Feas~bihtv Inspectlon Period. Condmon to Closln~ (a) The pames recogmze and agree that Purchaser will require access to the Property m order to deterrmne ars feasibility for Purchaser's intended use Accordingly, Seller agrees to allow Purchaser and Purchaser's agents complete access to the Property to conduct soft and engmeenng tests and to otherwise make such deterrmnatlon, provided, however, that the costs and expenses of Purchaser's inspection shall be borne solely by Purchaser, and an the event the transaeUon contemplated by this Agreement does not close for any reason, Purchaser shall (a) notwithstanding any other provision of this Agreement to the contrary, remain solely hable for the payment of such costs and expenses, and (n) deliver to Seller copies of all tests, repons and inspections conducted by Purchaser with respect to the Property All mformaUon furmshed by Seller to Purchaser in accordance with this Section 13 or obtmned by Purchaser an the course of its inspection shall be treated by Purchaser as confidential information except to the extent that such anformaUon as subject to pubhc disclosure pursuant to the laws of the State of Texas Purchaser shall defend, mdemmfy and hold Seller harmless from and agmnst any hablhtaes, claims, demands or actions me,dent to, resulting from or in any way arising out of any such test, inspection or entry by or on behalf of Purchaser onto the Property Such lndemmty shall suture Closing (or, notwithstandmg any other provision of this Agreement to the contrary, the earher terrmnataon hereof) and not be merged thereto (b) Purchaser shall have a period of forty-five (45) days from the Effective Date, expmng at 5 00 p m, accordmg to the tame zone apphcable at the loeatmn of the Property, within wbaeh to examine the Property and to conduct its feasibility study thereof (the "Ill~l~:ll~") (e) If Purchaser deterrmnes, at any tame prior to the expiration of the Inspeeuon Period, that the Property ~s not fit for Purchaser's intended use, then Purchaser may terminate tins Agreement by written nonce thereof to Seller w~thm the Inspectmn Period, m which event the Earnest Money together with all interest thereon shall be returned to Purchaser, and thereafter neither P/S Agrnt(TX/U) - Page lS Denton 200 Land ((Denton)/Burkburnett 290492/05 party hereto shall have any rights or hablhtles hereunder Purchaser's feasibility study may include and Purchaser has been adwsed by Seller to perform all steps necessary to determine whether hazardous substances, solid wastes, or other substances known or suspected to pose a threat to health or the enwronment have been disposed of or othenwse released on or to the Property or exist on or w~thm any portion of the Property If Purchaser does not indicate ars disapproval of the Property by written notice thereof given to Seller prior to the expiration of the Inspection Period, the conditions of this Sectaon 13 shall be deemed satisfied Moreover, Purchaser's failure to so indicate d~sapproval of the Property shall reheve Seller of any liability to Purchaser as a result of any enwronmental hazard on or to the Property subsequently discovered and, as between Seller and Purchaser, Purchaser shall accept all hablllty therefor and, further, a~ between Seller and Purchaser, and subsequent to Closing, Purchaser shall be solely responsible for the performance of all reqmred remedml actions to clean up and remove such hazards, ~f any, and shall lndemmfy and hold Seller harmless from and against any habfltttes, claims, demands or actions incident to, resulting from or m any way arising out of any such discovery Such mdemmty shall survave Closing and not be merged thereto (d) Upon satasfaetmn of the eondmons specified in Sections 3(b) and 3(c) hereto, as well as this Section 13, wathout the termination of this Agreement by Purchaser or Seller, Purchaser shall be deemed obligated to close the transactaon set forth an this Agreement, and the Title Company shall lmmedmtely release and dehver the Earnest Money and any interest earned thereon to Seller, and Purchaser may not thereafter terrmnate this Agreement hereunder By execution hereof, Purchaser acknowledges that the T~tle Company shall have no liability to Purchaser m the event it dehvers the Earnest Money and any interest earned thereon to Seller an accordance wth the terms of this Seetaon 13(d), and agrees that the Txtle Company shall comply wath the provisions of thxs Seetaon 13(d) wathout the need for subsequent approval or anthonzat~on from Purchaser Section 14, Offer Only. Effective Date This Agreement, until fully executed, is only an offer of the party first executing the same Subject to the prowslons of Section 15 herembelow, the date of execution of this Agreement by the latter of Purchaser or Seller shall be the "Effective Date" hereof for all purposes All references hereto to the date of this Agreement shall mean the Effectave Date Unless a fully executed counterpart of th~s Agreement, together wath the Earnest Money, ~s deposited vath the T~tle Company w~th~n forty-eight (48) hours after the EffecV. ve Date (as e~denced by the Title Company's completaon and execution of the acknowledgment of such receipt set forth herembelow), th~s P/S Agmt(TX/U) - Page 16 Denton 200 Land ((Denton)/Burkburnett 290492/05 Agreement shall be null and void and neither Purchaser nor Seller shall have any further rights or habd~ues hereunder Section 15 Conditioned Unon Commattee Annroval This Agreement, and Seller's obhgatlons hereunder, are expressly subject to and condatloned upon the approval hereof by Seller and its appropriate re,new comn'nttee (the "Committee") Unless Seller notifies Purchaser, in writing, m the manner prowded for in Section 5 hereof w~thm thirty (30) days from the Effective Date that the Cornnnttee has approved this Agreement, consldenng guidelines used to facihtate the sale of property owned by Seller, as amended from time to tame, this Agreement shall be null and void and the Earnest Money together vath all interest thereon (reduced by the Option Fee) shall be returned to Purchaser, the Option Fee shall be delivered to Seller, and heather Purchaser nor Seller shall have any further rights or habahtles hereunder Section 16 Statutory_ Disclosures Regardm? the Pronerty_ (mark if apnhcable) IN/Al (a) ~ The Property as subject to TEX NAT RES COOl~ ANN $ 61 025 (West 1990), as more particularly described on Exhibit "C" attached hereto and incorporated herein for all purposes IN/A] (b) IJllllly..l)Jllll~. The Property is subject to TEX WATER CODE ~ $ 50.301 (West 1990), as more particularly described on ~ attached hereto and incorporated herean for all purposes P/S Agmt(TX/U) - Page 17 Denton 200 Land ((Denton)/Burkbumett 29O492/05 IN WITNESS WHEREOF, the parties have executed tNs Agreement to be effective as of the Effective Date SELLER FEDERAL DEPOSIT INSURANCE CORPORATION, as Manager of the FSLIC RESOLUTION FUND, as Receiver for First Sawngs and Loan Association of Burkbu~ By Date Taxi D No PURCHASER The City of Denton, Texas, a municipal corporation of the State of Texas JENNIFER SECRETARY WALTERS ~ ^,, , / C TY T, Ue / BY~~ %--~~ Date DEBRA"~ DRAYOVITCH, CITY ATTORNEY P/S ~t(TX/U) - Page 18 Dent~nfi00 Land ((Denton)/Burkbumett 29049~/05 The undersigned hereby acknowledges receipt of a fully executed counterpart of this Agreement, together w~th $~,0oO oO, representing the E[mest Money reqmred by Section 2(b) hereof, tlus _'~..~ clay of ~ , l~[.and agrees to hold and dehver the Earnest Money and disburse any fur/~s received in accordance uath the terms of this Agreement TI'rI,E COMPANY American Title Company Address ~---~)} C~)~t~.~(o~.. G"-~-'~//~ P/S Agmt(TX/U) - Page 19 Denton 200 Land ((Denton)/Burkbumett 290492/05 SURVEY INSTRUCTIONS (Ummproved Property) Seller shall furmsh to Purchaser w~thm the t~me set forth in th~s Agreement two (2) cop~es of a currently dated boundary survey of the Property prepared by a Registered Professional Land Surveyor (the "Survey") The Survey shall 0) show the boundary hues, d~mensmns and area of the Property, (u) locate all easements, alleys, streets, roads, rights- of-way and other matters of record affecting the Property (vath instrument, book and page number xnd~cated), (m) show all exastmg ~mprovements and monuments, xf any, thereon or thereto, (xv) set forth a metes and bounds description of the Property, and (v) set forth the scale, the north d~rect~on, the begmmng point, d~stance to the nearest xntersectmg street and point of reference from whxch the Property xs measured The Survey shall contain a certification, s~gned by the su~eyor, m substantmlly the follovang form The undersigned hereby certifies to [Name of Purchaser_l , FEDERAL DEPOSIT INSURANCE CORPORATION, as Manager of the FSLIC RESOLUTION FUND, [IF APPLICABLE - as Recexver for ,] and [Name of T~tle Company! that th~s Survey was made on the ground as per the field notes on th~s Survey, and 0) correctly shows the boundary hnes, dunens~ons and area of the land indicated hereon, (n) correctly shows the location of all erastmg unprovements, monuments and other ws~ble ~tems on such land, and (m) correctly shows the location and d~mens~ons of all alleys, streets, roads, rights-of-way, easements and other matters of record, of which the undersigned has been adwsed, affecting such land according to the legal descnpUon m such easements and other matters (wxth instrument, book and page number indicated), except as shown, there are no v~s~ble easements, rights-of-way, party walls or confhcts, and there are no wsxble encroachments on or upon adjo~mng prermses, streets or alleys by any of such tmprovements or monuments, and there are no v~s~ble encroachments on or upon such land by bmldmgs, structures or other xmprovements s~tuated on adlommg prenuses, and no part of the subject property hes wthm the 100-year flood pl_~m or flood prone area or a floodway of any body of water and none of the above-described property hes w~thm a "flood prone area" as defined by tho U S Department of Housing and Urban Development pursuant to the Flood D~saster Protection Act of 1973, except as shown on th~s Survey (Name of Surveyor or Surveying Firm) (S:gnature of Ind:mdual Surveyor or Surveyor on behalf of Surveying F~rm) Date ,19 Reg Surveyor No (W~th Seal affixed to the Survey) EXHIBIT A tact or parcel of land situated in the C Poullaller Ail that certain t .... ~-~ ~ ~ C Hlrams Survey, Abstract No 616, ~n Survey. Abstract NO zu~. =9~ -~ -~a~ and belno Dart of a certain trac= the City of Dgntgn~ Denton u~un~L_~- ~ecutrl~,-to Joe Hobson, recorded described in ~e90 zr99_~r~__~ .~. ~enton County, Texas, and being more particularly described as COM}fENCING at the southeast corner of the C Poullaller Survey, Abstract No 1007, tees 47 minutes 20 seconds W for a d~stance of 303 11 feet THENCE N 81 deg ...... ~ n nt belno in the north ~g~t-~f-way line ~f ~obson Lane (80 foot R O ~ ), said point also being the POINT OF BEGINNINu THENCE N 89 degrees 45 minutes 13 seconds W alono said north rlqht-of-way llne for a distance of 2371 94 feet to a 1/2 lnc5 iron rod founo for 00 de rees 38 minutes 17 seconds E, leaving sa~d north THENCE ~ ,g-- ~-- - ~stance of 1746 58 feet to 5/8 inch iron rod found THENCE S 89 degrees 26 minutes 50 seconds E for a distance of 1213 79 feet THENCE N O0 degrees 37 minutes 33 seconds E for a distance of 3174 22 feet to a 1/2 inch Iron rod found for corner, de tees 21 mlnutes 05 seconds E for a distance of 1354 16 feet THENCE.S ~9 - g - --~ ~---~ ~ corner- said point belng in the west to a 5/8 ~ncn.~ron ~u~.~ ~X~ ~90 f6ot R O W ), THENCE S 00 degrees O0 mlnutes 25 seconds W. along sald west right-of-way line for a distance of 3805 69 feet to a 1/~ lnch iron rod founa for radius of ll~u ~z_~eg~.~ ~-~ir ~ a chord be~rlno of S 08 degrees 25 THENCE along said west right-of-way line and along sald curve to the left for a d~stance of 328 31 feet to a 3/8 inch iron rod found for corner, THENCE S 00 degrees 33 minutes 07 seconds E for a distance of 77 40 feet to a 5/8 inch iron rod found for corner, THENCE N 89 degrees 44 minutes 28 seconds W for a distance of 299 52 feet THENCE S 00 de~rees 06 minutes 26 seconds E for a distance of 698 19 feet to the POINT O~ BEGINNING CONTAINING 8,729,022 26 square feet or 200 3908 acres of land, more or The Company does not represent that the above acreage or square footage calculations are correcu COMMITMENT FOR TITLE INSURANCE Issued By Commonwealth Land Title Insurance Company Commonwealth Land T~tle Insurance Company a Pennsylvama corporabon here~n called the Company hereby commits to ~ssue ~ts policy or pohc~es of t~tle insurance as ~denbfled ~n Schedule A ~n the form now promulgated by the Texas Department of Insurance ~n favor of the proposed ~nsured(s) named ~n Schedule A as owner or mortgagee of the estate or interest described m Schedule A ~n the land descnbed ~n Schedule A upon payment of the premium and charges therefor all subject to the provision of Schedules A B and C and to the Condtt~ons and Stipulations hereof Th~s cornm~tment shall be effective only when the ~dent~ty of the proposed insured(s) and the amount of the policy or pohc~es committed for have been ~nserted tn Schedule A hereof by the Company This commitment is solely preliminary to the issuance of such pohcy or pohcles of tltie insurance and the habfl~ty and obhgat~on of the Company to the proposed ~nsured shalt be hm~ted to the express terms of th~s commitment All hab~hty and obhgat~ons hereunder shall cease and terminate mnety (90) days after the effecbve date hereof or when the pohcy committed for shall ~ssue whichever occurs hrst promded that the failure to ~ssue such pohcy is not the fault of the Company IN WITNESS WHEREOF, COMMONWEALTH LAND TITLE INSURANCE COMPANY has caused th~s commitment to be s~gned as of the effecbve date of commitment as shown m Schedule A the commitment to become valid and binding only when countersigned by an authorized mgnatory COMMONWEALTH LAND TITLF INSURANCE COMPANY Attest J~q~) ~ 13~ By//~~~~ Comm~trnent for T~tle Insurance Texas (10 1 91) Page One Form 1177 I ORIGINAL COMMONWEALTH LAND TITLE INSURANCE COMPANY COMMITMENT FOR TITLE INSURANCE SCHEDULE A Case No 90 D 200600-B (00004) Effective Date of Commitment April 23, 1992, 8 00 o'clock a m 1 Policy or Policies to be issued~ (a) Form T-is OWNER POLICY OF TITLE INSURANCE $ 500,000 00 Proposed Insured CITY OF DENTON, TEXAS (b) Form T-2 MORTGAGEE POLICY OF TITLE INSURANCE $ Proposed Insured Proposed Borrower (c) Form T-13 MORTGAGEE TITLE POLICY BINDER ON INTERIM CONSTRUCTION LOAN Proposed Insured Proposed Borrower (d) OTHER $ Proposed Insured 2 The estate or interest ~n the land described or referred to ~n th~s commitment and covered herein (Fee S~mple, leasehold, easements, etc , -- identify or describe) FEE SIMPLE 3 Record title thereto at the effective date hereof appears to be vested ~n FEDERAL DEPOSIT INSURANCE CORPORATION, as Manager of the FSLIC Resolution Fund, as Receiver for First Sav~ngs and Loan Association of BurkBurnett 4 The land referred to ~n this com~itment ls described as follows See Exhibit A attached hereto and made a part hereof for all purposes AMERICAN TITLE COMPANY Thls commltment is invalid unless the insuring provisions and Schedules DOC# 1 A, B, C and D are attached Schedule A - Page COMMONWEALTH LAND TITLE INSURANCE COMPANY EXHIBIT A Ail that certain tract or parcel of land s~tuated in the C Poullal~er in Volume 351, Page 545, Deed Records, Denton County, Texas, and being more particularly described as follows COMMENCING at the southeast corner of the C Poullal~er Survey, Abstract No 1007; THENCE N 81 degrees 47 minutes 20 seconds W for a distance of 303 11 feet to a 1/2 inch ~ron rod found for corner, said point being in the north right-of-way lane of Hobson Lane (80 foot R O W ), said point also being the POINT OF BEGINNING THENCE N 89 degrees 45 minutes 13 seconds W along sa~d north right-of-way line for a d~s6ance of 2371 94 feet to a 1/2 inch iron rod founo for THENCE N 00 degrees 38 minutes 17 seconds E, leaving said north right-of-way line for a distance of 1746 58 feet to 5/8 inch iron rod found THENCE S 89 degrees 26 m~nutes 50 seconds E for a distance of 1213 79 feet to a found fence corner; THENCE N 00 degrees 37 minutes 33 seconds E for a d~stance of 3174 22 feet to a 1/2 ~nch iron rod found for corner, THENCE S 89 degrees 21 minutes 05 seconds E for a distance of 1354 16 feet to a 5/8 inch iron rod found for corner, said poznt being in the west right-of-way line of Teasley Road (90 foot R O W ), THENCE S 00 deqrees 00 minutes 25 seconds W. along said west right-of-way line for a distance of 3805 69 feet to a 1/2 inch iron rod founa for corner~ said point being the point of curvature of a non-tangent curve to the leftwhose center bears N 89 degrees 28 minutes 41 seconds E, having a radius of 1190 92 feet. a central angle of 15 degrees 47 minutes 42 seconds, a tangent of 165 20 feet aha a chord bearing of S 08 degrees 25 minutes 10 seconds E, THENCE along said west right-of-way line and along said curve to the left for a distance of 328 31 feet to a 3/8 inch ~ron rod found for corner, THENCE S 00 degrees 33 minutes 07 seconds E for a d~stance of 77 40 feet to a 5/8 inch iron rod found for corner, THENCE N 89 degrees 44 minutes 28 seconds W for a distance of 299 52 feet to a 1/2 inch iron rod found for corner, THENCE S O0 degrees 06 minutes 26 seconds E for a distance of 698 19 feet to the POINT O~ BEGINNING CONTAINING 8,729,022 26 square feet or 200 3908 acres of land, more or less Case No 90 D 200600-B (00004) DOC# 1 COMMONWEALTH LAND TITLE INSURANCE COMPANY SCHEDULE B EXCEPTIONS FROM COVERAGE The Dolacy will be sub]ect to the Exclusions from Coverage, the Condataons and stipUlatiOns thereof, the terms and conditions of the instrument creating the estate insured, if any, shown in Schedule A, and to the following matters that wall be additaonal exceptions from the coverage of the polacy i The followang restrictive covenants of record itemazed below, but an any mortgagee policy of tatle insurance or mortgagee title binder on anteram construction loan, the Company will insure that any such restrictave covenants have not been violated so as to affect, and that a future vaolation thereof will not affect, the validity or priority of the insured mortgage (ansett specific recording data or delete thas exceptaon) ITEM 1 OF SCHEDULE B IS HEREBY DELETED IN ITS ENTIRETY 2 Any discrepancaes, conflicts, or shortages in area or boundary lanes, or any encroachments, or protrusions or any overlappang of amprovements Upon receaDt of an approved survey, Item 2 may be modafaed to read en~ir~y, "~ny ShOrtages in area ~ iowners Ti=le ~oaicy or mortgagee 'ri~l,~ molic¥ on~y) 3 Standby fees and taxes for the year 1992 and subsequent years, and subse- quent assessments for praor years due =o change an land usage or ownershap 4 No materials have been furnished or any labor performed an connection with the construction contemplated hereunder prior to the execution acknowledgement, and delivery of the lien instrument described under SCHEDULE A hereof, af the land descrabed under SCHEDULE A forms any part of the homestead of the owner (May be deleted if satasfactory evadence furnished before binder is issued ) (Mortgagee Title Policy Hinder on Interim Construction Loan only ) 5 Homestead or community property or survavorshap raghts, if any, of any spouse of any insured ~Owner Policy only ) 6 Any title or rights asserted by anyone, includang, but not limited to, persons, corporations, governments or o~er entitaes =? t%delands~ comprising the shores or beds of navagaDle or perennaa£ ravers anu lakes, bays, gulfs or oceans, or to any land extending from the line of mean low %ids ~o the line of vegetataon, or to lands beyond the lane of the harbor or bulkhead lines as established or changed by any government, or to filled-in lands, or artificial aslands, or to riparian rights or other statutory water rights, or the rights or interests of the Sta~e of Texas or the public generalIy in the area extendang from the line of mean low tads to the line of vegetation or the righ~ of access thereto, or right of easement along and across the sa~e (Owner Policy only ) 7 Laens and leases that affect the title to the estate or anterest, but that are subordinate to the laen of the ansured mortgage (Mortgagee Policy Only ) 8 The following lien(s) and other matter(s) and all terms, provisions, and coDditions of the instruments(s) creating or evidencing sa~d lien(s) and other matter(s) (This exception may be deleted if no laen or other matter as set forth below)~ Easement to State Highway Commissaonl dated September 12, 19~2, regorded Volume 425, Page 267, Deed Records, uenton County. Texas, ano as Shown on survey prepared by Donald S Peebles, R P S No 2437 of Peebles & Associates, dated May 7, 1991 9 Unrecorded Farm Lease to Sid Ford & Son as recated an Deed recorded Volume 1279, Page 487, Real Property Records, Denton County, Texas 10 Rights of the public, the State of Texas and the municipalaty an and to ( CONT ON SCE B, PAGE 2 ) Case No 90 D 200600-H (00004) DOC# i COMMONWEALTH LAND TITLE INSURANCE COMPANY SCHEDULE B (page 2) that portion of subject property, if any, lying within the boundarles of any roadway, public or private Case No 90 D 200600-B (00004) DOC# i COMMONWEALTH LAND TITLE INSURANCE COMPANY SCHEDULE C Schedule B of the policy to be issued also will contain exceptions with respect to the following matters supposed to affect title to the hereinabove described roperty unless the following matters are disposed of to the satisfaction of The Company at or prior to the date of the issuance of the policy i Instrument(s) creating the estate or interest to be insured must be approved by the Company, executed and filed for record 2 Satisfactory evidence that no person occupying the property or any portion thereof owns or claims any interest therein, either personally or by right of another, adverse to the present record owner as shown in Schedule A 3 Payment of the full consideration to, or for the account of, the grantors or mortgagors 4 Payment of all standby fees, taxes, charges and assessments levied or ass- essed against the subject estate or ~nterest, which are currently due and payable 5 Satisfactory evidence that all ~mprovements and/or repairs and/or alterations thereto are completed and accepted by the owner and that contractors, subcontractors, laborers and materialmen have been paid in full, and no mechanic's, laborer's or materialmen's liens have at~ached 6 Any defect, lien. encumbrance or other matter affecting or supposed to affect title to the estate or interest to be insured wSich may De filed or which may arise subsequent to the effective date hereof 7 If a mortgagee policy of title insurance is to be issued, satisfactory evidence {hat restrictions and restrictive covenants, if any, have not been violated so as to affect, and that a future violation thereof will not affect the validity or priority of the xnsured mortgage 8 Satisfactory evidence of legal right of access to and from the land If satisfactory evidence is not furnished to the company, the policy to be issued will except to lack of a right of access to and ~rom the land 9 Any and all matters which would be shown on a current, correct survey of the property 10 Deed of Trust executed by Billy B Moore, P C to Loyd A Wilcox, Trustee(s), securing Baptist Foundation of Texas in payment of one note in the principal sum o~ $ 3,153,004 02, and other indeb%eaness and performance as therein provided, which Deed of Trust is dated October 20. 1983. filed of record on october 25, 1983, and recorded in Volume 1279, Page 477, Real Propertv Records, Denton County. Texas, additionally secured by Vendor's L~en retained in Deed by Baptist Foundation of Texas, recorded ~n Volume 1279, Page 487, Real Property Records, Denton County, Texas Assigned to First Savings and Loan Association of Burkburnett by assignment dated May 7, 1986, recorded in Volume 1879, Page 156, Real Property Records. Denton County, Texas Being Extended by Agreement, dated February 4, 1985, filed March 10, 1985, recorded in Volume 1838, Page 286, Real Property Records, Denton County, Texas Case No 90 D 200600-B (00004) DOC# COMMONWEALTH LAND TITLE INSURANCE COMPANY SCHEDULE D Pursuant to the requirements of Rule P-21. Basic Manual of Rules. Rates and Forms for the writing of Title Insurance in the State of Texas, the following d~sclosures are made 1 commonwealth Land Title Insurance Company ~s a wholly owned subsidiary of Reliance Group Holdings. Ino , had consolidated assets in excess of $9 bil- lion at December 31, 1988 Reliance GrouD Holdings securities are publicly traded on the New York and Philadelphia Stock Exchanges commonwealth Land Title Insurance Company's officers and d~rectors at December 31, 1988 were as follows OFFICERS Herbert Wender Chmn & CEO Leroy F K~ng Sr VP Joseph D Burke President Wayne L Lev~ns Sr VP John H Kunkle, Jr . Vice Chmn Robert F McMackin Sr VP James P Kozel Sr VP. Controller Irving Morgenroth Sr VP Edward P Locher Sr VP & Treas Winfred L Myers Sr VP James Joseph Daniel Lynch, Jr . VP & Sec H Robert NaItzinger Sr VP Joseph N Buchman Sr VP Thomas E S~monton Sr VP Warren A Kennedy, Sr VP Fredr~ck L Tomblin Sr VP DIRECTORS George Bello Irving Morgenroth Herbert Wender Joseph D Burke Robert M Steinberg David C woodward John H Kunkle, Jr Saul P Steinberg The following disclosures are made by the Title Insurance Agent ~ssu~ng 2 this commitment. The followingin~ivldus~ a~md~ect°rs and/or offlcers, as indicated, ATCOD, INC DBA Amerlcan Tl=le u p y SHAREHOLDERS OFFICERS Chairman of the Board W~lliam D Oates W~lliam D Oates Vice chmn , CFC, Sec , Treas John D Woolf Business Resources Corporation Vice Chairman James G Synodis President M~chael D Richards DIRECTORS Executive V~ce President W~ll~am S Chattaway W~lt~am D Oates John D Woolf 3 You are entitled to receive advance disclosure of settlement charges ~n connection w~th the proposed transaction to which this commitment relates Upon your request, such d~sclosure will be made to you Additionally. the name of any person, firm or corporation receiving any sum from the settle- ment of this transaction will be disclosed on the closing or settlement statement You are further advised that the estimated t~tle premium* ~s Owners Policy $ 3,611 00 Mortgagee Policy ~ Tax Modification ~ Survey Modification ~ Endorsement Charges ~ Total $ 3,611 O0 of this total amount $541 65 ( 15 0000%) wall be pa~d to the policy ~seuing Title Insurance CompanyA $3,069 35 ( 85 0000%) w~ll be retained by the issuing Title ~nsurance Agent, and the remainder of the estimated premium will be paid to other parties as follows AMOUNT TO WHOM FOR SERVICES 0000~) uv00~ uuO0~ * --Tb~---6FfT-~t o premlu is Daseo upon lnzorma=lon zuz..isnea =o us as cz =ne date of this Commztment for Title Insurance Flnal determznation of the a~ount of the premium wlll be made at closing in accordance with the Rules and Regulations adopted by the State Board of Insurance Case No 90 D 200600-B (00004) DOC# i RIGHT.OF WAY EASEMENT STATE OF TEXAS ~ KNOW ALL MEN BY THESE PRESFNTS County of _ ._~mttal.. lien(f) held by ~ ~- -- (*~d, . ~ emmpnt(s) h~d ~ ~ ...... ~ I~(s) held by ~ ~A~* ~ ) wro or B~ a s~ OF ~ on ~e ma* ~e o~ ~e 3oe ~a~4° ~t ~, ~ ~t ~ a ~ I 7~0 ~' ~, ~ rN~ ~ a po~ ~ ~e b~g a po~ ~ ~e ~ o: a ~eom* ~ And it ia f~ ~ t~t ~ 8~G~E A~OW~E~ME~ Ot~ U~. my ~nd and .. of ~ thi. the ~ . _~% ~=~___ ,X~ ........ TIlE STATE OF TEXAS Before me ~~ · no~ ~bUc in ~d for ~ld ~unty and S~ on ~is ~ ~o~ ~p~ _~ ~ -~ wife of ~ ~ ~ ~ hu~ ~d havl~ ~e ~e lam ~p~ ..... RIGHT.OF.WAY EASEMENT 5()~, ~ STATE OF TEXAS ) TI{AT _ .T,d~.$}~.e~b._ ~ am ....... . _ -..~{~ ~{~ ....... in ~nllde~t{on Of the lure of held ]~(,) b.~ b~ ~~ ,...-., - ~reor ~ll ~lt ~t ~ ~ b~ r~t of ~ ~e of U 8 4G819 (()t N~ OI FLfCy-~ ~sand F~r and 0211~ ~llars ($3,[53 ~& 02) da~ed o~ e~ daze Cranteelqn Addtenit p 0 ~x l&09, Dallas, Texan 7~221 % 02'~100- I~hr~lS3 153,00~ 02 ) ~ SPECIAL WARRANTY DEED AND BILL OF SALE (Cash Sale - Unimproved Property) 35254 The undersigned, the FEDERAL DEPOSIT INSURANCE CORPORATION, as Manager of the FSLIC RESOLUTION FUND, as Receiver for First Savings and Loan Association of Burkburnett, Texas (hereto called "Grantor"), for and ~n conslderat~on of the sum of TEN AND NO/100 DO! I.ARS ($10 00) and other good and valuable consideration to smd Grantor prod by Grantee named herein, the receipt of which is hereby acknowledged, has GRANTED, SOLD and CONVEYED and by these presents does GRANT, SELL and CONVEY unto the City of Denton, Texas, a mumclpal corporation of the State of Texas, whose mmhng address is 215 E McI~nney, Denton, Texas 76201 (herein called "Grantee") (1) the real property situated m Denton County, Texas described on ~ attached hereto and made a part hereof by reference ~ncludmg vathout hrmtatxon any right, title and ~nterest of Grantor m and to adjacent streets, roads, alleys and rights-of-way (hereinafter called the "Real Property"), and (u) all xmprovements, building materials and fLxtures attached thereto (hereinafter called the "Improvements"), (all of the foregoing hereinafter called the "Subject Property"), subject to general real estate taxes on the Subject Property for the current year and subsequent assessments for prior years due to change m land usage or ownership, zomng laws, regulations and ordinances of municipal and other governmental authorities, if any, affecting the Subject Property and all matters set forth on ~ attached hereto and made a part hereof by reference (all of the foregoing hereinafter called the "Perrmtted Encumbrances") TO HAVE AND TO HOLD the Subject Property together vath all and singular the rights and appurtenances thereon or m any w~se belonging, unto the Grantee, ~ts successors and assigns forever, and Grantor does hereby brad itself, its successors and assigns, to WARRANT AND FOREVER DEFEND all and singular the Subject Property unto the Grantee, xts successors and assigns, agmnst every person whomsoever lawfully clmms or to clmm the same or any part thereof by, through or under Grantor, but not otherwise, subject, however, to the Perrmtted Encumbrances GRANTOR makes no warranty, express or lmphed, as to the condmon or state of repair of the Subject Property, or any portxon thereof, or of wsible or hidden defects m material, workmanshxp or capacity of the Subject Property, or any port~on thereof, and there SpecWarDeed(TX/U) - Page 1 Denton 200(City of Denton)/Burkburnett 190692/05 voL3257 9"t 2 are no implied warranties of merchantability or fatness for a particular purpose as to the Subject Property or any portmn thereof Grantee acknowledges that Grantor is under no obhgatlon to alter, repair or improve the SubJect Property or any portion thereof Grantee acknowledges that at has fully inspected and rewewed the Subject Property, including, without lmphed hnntatlon, the physical aspects thereof and all matters affecting the operation thereof, and that delivery of the SubJeCt Property is "AS IS" and "WITH ALL FAULTS", and that Grantor has disclaimed any lmphed warranties with respect to the Subject Property Grantee acknowledges that it as not relying on any representation, warranty, written information, data, reports or statement of Grantor or any of its employees or agents, including, w~thout implied hrmtatlon, Grantor's present management company, if any, w~th respect to the Subject Property, as to any aspect of the Subject Property or its operation, including, vathout lmphed hrmtatlon, the physical condluon of the SubJect Property Grantee acknowledges that any and all leasing information of any type that Grantee has received or may receive from Grantor or Grantor's employees or agents is furmshed on the express condition that Grantee shall or would make an independent ver,ficatlon of the accuracy of any and all such information, all such lnformaUon being furmshed without any representation or warranty whatsoever Grantee agrees that no warranty has arisen through trade, custom or course of dealing w~th Grantor, and agrees that all disclaimers of warranties shall be construed liberally an favor of Grantor All ad valorem taxes and assessments for the Subject Property for the year in which this Deed as executed have been prorated by the parties hereto as of the date of this Deed and Grantee hereby expressly assumes hablhty for the payment thereof and for subsequent years EXECUTED this 19th day of june ,1992 FEDERAL DEPOSIT INSURANCE CORPORATION, as Manager of the FSLIC RESOLUTION FUND, as Receiver for First Saxangs and Loan Association of Burkburnett, Texas Name Wzll~am D stell Title Attorney-Ln-Fact SpecWarDeed(TX/U) - Page 2 Denton 200(C~ty of Denton)/Burkburnett 190692/05 VOL325? P 0973 STATE OF TEXAS COUNTY OF DAII.AS This znstrument was acknowledged before me on J'dne 19, 1992 , by Wlllzan] D Stell , Attorney-zn-Fact of the FEDEI~ DEPOSIT INSURANCE CORPORATION, as Manager of the FSLIC RESOLUTION FUND, as Receiver for First Sav~ngs and Loan Assocuatzon of Burkbumett, Texas, on behalf of smd NOTARY PUBLIC, STATE OF TEXAS ~ooooooooooooooooooooooeeooooooooooooeoR [ooooooooooooooeoeoooeoeooo(,eeooeeooQooo SpecWarDeed(TX/U) - Page 3 Denton 200(City of Denton)/Burkbumett 190692/05 VOL 3 2 9 7 D scnp on] Ail that certain tract or parcel of land eatuated an the C Poullalier urvoy, Ab.tr.ct .o 1007 aUd S_ n in Volume 351, Page 545, Deed Records, Denton County, Texas, and being more particularly described as follows COMMENCING at the southeast corner of the C Poullalier Survey, Abstract No 1007; THENCE N 81 decrees 47 manutee 20 seconds W for a distance of 303 11 feet to a 1/2 inch iron rod found for corner, saad poant beang an the north raght-of-way lane of Bobson Lane (80 foot R O W), saad point also being the POINT OF BEGINNING THENCE N 89 degrees 45 manures 13 seconds W along said north right-of-way lane for a d~stance of 2371 94 feet to a 1/2 inch arch rod founo for THENCE N 00 degrees 38 minutes 17 seconds E, leavang said north raght-of-way line for a distance of 1746 58 feet to 5/8 inch iron rod found THENCE S 89 degrees 26 minutes 50 seconds E for a distance of 1213 79 feet THENCE N 00 degrees 37 minutes 33 seconds E for a distance of 3174 22 feet to a 1/2 inch ~ron rod found for corner, THENCE S 89 degrees 21 minutes 05 seconds E for a distance of 1354 16 feet to a 5/8 inch iron rod found for corner, saad point being in the west right-of-way line of Teaeley Road (90 foot R O W ), THENCE S 00 de,tees 00 minutes 25 seconds W. along said west r~ght-of-way line for a dis~ance of 3805 69 feet to a 1/2 anch iron rod foun~ for corner, eaxd Doint being the point of curvature of a non-tangent curve to the leftwhose-center bears N 89 degrees 28 minutes 41 seconds E, having a radius of 1190 92 feet a central an~le of 15 degrees 47 manutes 42 seconds, a tangent of i65 20 feet eno a chord bearing of S 08 degrees 25 THENCE along eal~ west right-of-way l~ne and along said curve to the left for a distance cz 328 31 {eet to a 3/8 inch iron rod found for corner, THENCE S 90 degree~ 33 minutes 07 seconds E for a distance of 77 40 feet to a 5/8 inch ~ron too found for corner, THENCE N 89 degrees 44 minutes 28 seconds W for a distance of 299 52 feet to & 1/2 inch iron rod found for corner, THENCE S 00 degrees 06 minutes 26 seconds E for a d~stance of 698 19 feet to the POINT OF EEGINNING~ CONTAINING 8,729,022 26 square feet or 200 3908 acres of land, more or less voL3257 [Pe~tted E~cumhr~ccs] i Any shortages in area 2 Standby fees and taxes for the year 1992 and subsequent years, and subsequent assessments for prior years due to change in land usage or ownership 3 Any title or rights asserted by anyone, including, but not hmited to, persons, corporations, governments or other entitles to tidelands, or lands comprising the shores or beds of navigable or perenmal rivers and streams, lakes, bays, gulfs or oceans, or to any land extending from the line of mean low tide to the line of vegetation, or to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or to filled-m lands, or artlflcml islands, or to riparian rights or other statutory water rights, or the rights or interests of the State of Texas or the pubhc generally in the area extending from the hne of mean low tide to the line of vegetation or the right of access thereto, or right of easement along and across the same 4 Easement to State Highway Comrmsslon, dated September 12, 1962, recorded in Volume 425, Page 267, Deed Records, Denton County, Texas 5 Unrecorded agricultural, grazing, or farming leases, specifically including that certain Agricultural, Grazing, and Farming Lease by and bewteen the FEDERAL DEPOSIT INSURANCE CORPORATION, as Manager of the FSLIC RESOLUTION FUND [as Receiver for First Savings and Loan Association of Burkburnett, Texas] 6 Overhead electric lines in place and any other v~slble and apparent easement on the Subject Property ¥OL 3~5 ? ~q~60 9 7 6 AFTER FILING RETURN TO A~RICAN TITLE COMPANY A'I'r~:NTION CAROLE BADGETT 701 C~RCE ST #110 D~.~AS, TEXAS 75201 COMMONWEALTH LAND TITLE INSURANCE COMPANY OWNER POLICY OF TITLE INSURANCE CASE NUMBER DATE OF POLICY NUMBER POLICY 90 D 200600-B (004)/dfb 6/23/1992 175- 028826 EXHIBIT A Ail that certain tract or parcel of land situated in the C Poullaller Survey. Abstract No 1007 and the S C H~rams Survey, Abstract No 616, in the City of Denton. Denton County, Texas and being part of a certain tract described in deed from Mrs M Saunders, Executrix. to Joe Eobson, recorded in Volume 351, Page 545, Deed Records, Denton County, Texas, and belng more particularly described as follows COMMENCING at the southeast corner of the C Poullal~er Survey, Abstract No 1007, THENCE N 81 degrees 47 m~nutes 20 seconds W for a distance of 303 11 feet to a 1/2 lnch iron rod found for corner, said point being in the north r~ght-of-way line of Eobson Lane (80 foot R O W ), said point also belng the POINT OF BEGINNING THENCE N 89 degrees 45 mlnutes 13 seconds W alon~ said north rlqht-of-way line for a distance of 2371 94 feet to a 1/2 ~nc5 iron rod founo for corner, THENCE N 00 degrees 38 m~nutes 17 seconds E, leaving said north right-of-way line for a dlstance of 1746 58 feet to 5/8 ~nch lron rod found for corner, THENCE S 89 degrees 26 m~nutes 50 seconds E for a d~stance of 1213 79 feet to a found fence corner, THENCE N 00 degrees 37 m~nutes 33 seconds E for a d~stance of 3174 22 feet to a 1/2 lnch iron rod found for corner, THENCE S 89 degrees 21 mlnutes 05 seconds E for a distance of 1354 16 feet to a 5/8 inch iron rod found for corner, sa~d point being in the west right-of-way line of Teasley Road (90 foot R O W ), THENCE S 00 degrees 00 mlnutes 25 seconds W. along said west ri~ht-of-way line for a distance of 3805 69 feet to a 1/2 Inch iron rod founu for corner, sa~d point being the point of curvature of a non-tangent curve to the leftwhose center bears N 89 degrees 28 minutes 41 seconds E, having a radius of 1190 92 feet, a central anqle of 15 degrees 47 minutes 42 seconds, a tangent of 165 20 feet anu a chord bearing of S 08 degrees 25 minutes 10 seconds E, THENCE along said west right-of-way lane and along said curve to the left for a distance of 328 31 feet to a 3/8 inch iron rod found for corner, THENCE S 00 degrees 33 minutes 07 seconds E for a distance of 77 40 feet to a 5/8 inch lron rod found for corner, THENCE N 89 degrees 44 minutes 28 seconds W for a distance of 299 52 feet to a 1/2 inch ~ron rod found for corner, ( CONT ON EXE A, PAGE 2 ) Th~s policy is invalid unless the cover sheet and Schedules A and B are attached The policy number shown on this schedule must agree with the preprinted number on the cover Texas Form T-1 (rev 10/91) Owner Policy - Form prescribed by State Board of Insurance of Texas Exhibit A - Page 1 COMMONWEALTH LAND TITLE INSURANCE COMPANY OWNER POLICY OF TITLE INSURANCE CASE NUMBER DATE OF POLICY NUMBER POLICY 90 D 200600-B (004)/dfb 6/23/1992 175- 028826 EXHIBIT A THENCE S O0 degrees 06 minutes 26 seconds E for a d~stance of 698 19 feet to the POINT OF BEGINNING CONTAINING 8,729,022 26 square feet or 200 3908 acres of lend, more or less Th~s policy is invalid unless the cover sheet and Schedules A and B are attached The policy number shown on this schedule must agree with the preprinted number on the cover Texas Form T-1 (rev 10/91) Owner Policy - Form prescribed by State Board of Insurance of Texas Exhibxt A - Page 2 COMMONWEALTH LAND TITLE INSURANCE COMPANY OWNER POLICY OF TITLE INSURANCE CASE NUMBER DATE OF POLICY NUMBER POLICY 90 D 200600-E (004)/dfb 6/23/1992 175- 028826 SCHEDULE B This policy does n~t insure against loss or damage (and the Company will not pay costs, attorney s fees or expenses} that arise by reason of the terms and cohditaons of the leases or easements ansured, if any, shown an Schedule A and the following matters 1 The following restrictive covenants of record atemized below (the Company must either insert specific recording data or delete this exception) ITEM i OF SCHEDULE B IS HEREBY DELETED IN ITS ENTIRETY 2 Any discrepancies, conflicts, or shortages an area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements 3 Homestead or co~munaty property or survivorshap raghts, if any, of any spouse of any insured Any titles or ri hts asserted by anyone, includang, but not limited to, 4 ps=sons corDora~aons, governments or other entitaes, to tadelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes ba s, gulfs or oceans, or to any land extending from the line of mean iow ~ide to the line of vegetataon, or to lands oeyond the line of the h~rbor or bulkhead lines as established or changed by any government, or to filled-in lands, or artaficaal islandsc or to riparian raghts or other statutory water raghts, or the rights or anterests of the State of Texas or the public generally in the area extending from the line of mean low tads to the line of vegetation or the right of access thereto, or raght of of easement along and across the same 5 Standby fees and taxes for the year 1992 and subsequent years, and subse- quent assessments for prior years due to change in Iand usage or ownership 6 The following laen(s) and other matter(s) and all terms, provisaons and conditaons of the instrument(s) creatinq or evldencang saad l~en(s) and other matter(s) (This exceptaon may be aeleted if no l~en or other matter ls set forth below) Easement to State Highway commlssion, dated September 12, 1962,jrecor~ed in Volume 425, Page 267, Deed Records, Denton counuy. Texas, anu as shown on survey prepared by Donald S Peebles, R P S No 2437 of Peebles & Associates, dated June 10, 1992 7 Unrecorded Agracultural, Grazlng and Farming Lease by and between Federal Deposit Insurance Corporation, as Manager of the FSLIC Resolution Fund and J L Madewell 8 Over head electrac line in place as shown on survey prepared by Donald S Peebles, R P S No 2437 of Peebles & Assocaates, dated June lb, 1992 This'policy ls invalad unless the cover sheet and Schedule A are attached The policy number shown on this schedule must agree w~th the preprinted number on the cover Texas Form T-1 (rev 10/91) Owner Polacy - Form prescrabed by State Board of Insurance of Texas Schedule B - Page 1 CONDITIONS AND STIPULATIONS (Continued) 7 DETERMINATION EXTENT OF LIABILITY AND COINBURANCE Iflossshouldresultfromanyactofthelnsuredclalmaot as stated above thotactshall Th~spohcyisacontract of mdemndyagamst actust monetarytossordamagesustalned notvoid this policy buttheCompany intheteveot shallbersquiredtopayonlythst partofany or recurred by the insured claimant who has suffered loss or damage by reason of matters losses insured against by this policy that shall exceed the amount If any lost to the Company InSured against by this policy and on~y to the exteot here~n described by reason of the impalrmeot by the insured claimant et the Company s right of subrogation (a) The habddy of the Company under thru pohcy shall net exceed the least of (b) The Company s Rights Against Non Insured Obhgors (0 the Amounl el Insurance stated m ScheduJe A The Company s nght of subrogahon against non insured obhgom shall exist and shall (11) The difterence between the value of the insured estate or interest as insured ~n¢lude w~thout Ilmdetlon the rights Of the insured to IndemnlbeS guaranties other policies and the value of the ,nsured estate or ~nterest subject to the defect hen or encumbrance of ~nsurance or bonds notwithstaodlng any terms or condltmns contained ~n those ~nstru ~nsured against by th~s pahcy at the date the ~nsured claimant Is required to turmsh to merits that provide for subrogation r~ghts Py reason of th~s policy Company a proof el loss er damage m accordance wdh Scot,on 8 of these Cendlbons and Sbpulatmns 14 ARBITRATION (b) In the event the Amount of insurance stated ~n Schedule A at the Date of Policy is less Unless prohibited by apphcable law either the Company or the ~nsured may demand than 80porcent ofthevalue of tbe~nsured estateor interest or the fullconslderat~on paid for arbdragon pursuant to the Tdle Insurance Arbdratlon Rules of the American Arbitration theland whmheverlsless ordsubsequentte~heDateefPohcyanlmprovementlserectedon A~soc~atlen Arbdrablematters maymclude but are not hmgedto any controversy or claim the land which increases the value et the insured esotte or interest by at least g0 percent over between the Company and the insured arising out of or relating to t his policy any se~vice of the the Amount of Insurance stated m Schedule A then th~s Pohcy is subject to the lollowlng Company in connection with ds issuance or the breach of a policy provision or other obhga (0 where no subsequent ~mprovement has been made as to any partial loss the tlon All arbltrodle matters when toe Amount of Insurance is $1 000 000 or less shall be Company shallonlypay the loss pro rata In the proportion that the amount of insurance at Date arbltreted at the ophon et edher the Compony or the insured AIl arbitrable maffers when t he of Policy bears to the total va~ue of the insured estate or interest at Date of Pohcy or Amount of Insurance is in excess of $1 000 000 shall be ar bltteted only when agreed to by (11) where a subsequent Improvement has been made as te any parbal loss the both the Company and the insured Arbitration pursuant to this pohcy and under the Rules in Company shall only pay the loss pro rata m the proporhon that 129 percent et the Amount of offset on the date tbs demand for arbdretmn is made or et the option et the ~nsured the Ru~es Insurance stated in Schedule A bears to the sum of the Amount of Insurance stated rn m offset et DateofPohcyshallbeblndlng uponthepart,es Theaward maymclodeattorneys Schedule A and the amount expended for Ihs Improvement fees only d the laws of the state in which the land is located permit a court to award attorneys The provisions Of this paragraph shalt not appiy to costs attorneys fees and expenses fees to a prevalhng party Judgment upon the award rendered by the Arbitrator(s) may be for whmh the Company,s hable under th~s pohcy and shstlonly apply to,hat portron of any loss entered in any court having jurlsdlCtlon thereof which exceeds in the aggregate 10 percent of the Amoun~ of Insurance stated m Schedule A The law of the situs ef the land shelf apply to an arbdrstlon under the Title Insurance (c) The Company will pay only these costs attorneys lees and expenses incurred ~n Arbdrotion Rules accordance with Section 4 of these Condlbons and Stipulations A copy of the Rules may be obtained from the Company upon request 8 APPORTIONMENT 15 LIABILITY LIMITED TO THIS POLICY POLICY ENTIRE CONTRJ~:T If the land described In Schedule A consists of two or more parcels that are not used as a s~ngle site and a loss is established etlecbng one or more of the parcels but not all the loss (a) Th~s pohcy together with all endorsements if any attached hereto by the Company ~s shall be computed and settled or) a pro rata basis as ;f the amount of insurance under this the entire pohcy and contract between the insured and the Company In Interpreting any pohcy was divided pro rata as to the value on Date of Pohcy et each separate parcel to the prowalon of this pohcy this pohcy shall be construed as a whole whole exclusive of any ~mprovements made subsequent to Date of Policy unless a habd~ty or (b) Any Ota~m of loss or damage whether or not based on neghgence and which arises value has Otherwise been agreed upon as to each parcel by the Company and the insured at out of the stetus el tpa tdle to the estate or Interest covered hereby or by any acben asserting the brae of the issuance of this pohcy and shown by an express statement or by an endorse such claim shall be restricted to this policy ment attached to th~s pel*cy (c) NO amendment of or endorsement to this pohcy can be made except by a wrdmg endorsed hereon or attached hereto signed by either the Presldeot a V~ce President the 9 LIMITATION OF BABILITY Secretary an Assistant Secretary or validabng Odlcer or authorized s~gnatery of the Company (a) If the Company establishes the title or removes the alleged defect hen or encum brance orcures{helackofarlghtotaccesstoerfromtheland allaslnsured ortakesacbon 16 SEVERABILITY ~n accordance wdh Section 3 or Section 6 m a reasonably ddlgent manner by any method In the event any prows~on of the pohcy is held invalid or unenforceable under applicable including htlgatlon and the completion of any appeals therefrom it shall have fully parlormed law the pohcy shall be deemed not to include that provision and all other provisions shall ds obhgetlons w,th respect to that matter and shall not be hable tot any loss or damage caused remain in full force and etfect thereby (b) Intheeveotofanyht~gat~on mcludmghbgat~onbytheCompanyorw~ththeCompa 17 NOTICES WHERESENT ny s consent the Company shall have no habdlty for loss or damage until there has been a All notices required to be given the Company and any statement in Wrdlng required to be final determlnetlon by a court of competent jurisdiction1 and d~spos~ben of all appeals there- tornlshed the Company shall include the number Of this pohcy and shall be addressed to the from adverse to the btle as insured Company at COMMONWEALTH LAND TITLE INSURANCE COMPANY EIGHT PENN CEN (c) The Company shall not be hable for loss or damage to any ~nsured for I~abddy TEn PHILADELPHIA PENNSYLVANIA 191032198 voluntarily assumed by the insured m settling any claim or suit without the pr~or wr~rten consent of the Company 18 COMPLAINT NOTICE 10 REDUCTION OF INSURANCE REDUCTION OR TERMINATION OF LIABILITY Should any dispute arise about your premium or All payments under th~s pohcy except payments made for costs attorneys tees and about a claim that you have flied contact the agent or write expenses shall reduce the amount of the Insurance pro lento to the Company that issued the pohcy If the problem Is 11 LIABILITY NONCUMULATIVE not resolved you also may write the Texas Department of It Is expressly understood that the amount of insurance under this pohcy shall be Insurance PO Box 149091 Austin TX 78714 9091 Fax reducedbyanyamounttheCompanymaypayunderanypohcymsurlngamortgagetowhlch NO (512) 475 1771 Thlsnotlceofcomplalntprocedurelsfor exception 18 taken in Schedule S or to which the insured has agreed assumed or taken subject or whrch *s hereafter executed by an insured and which ~s a charge or hen on the information only and does not become a part or condition of estate or interest descnbed or referred to m Schedule A and the amount so pa~d shall be this pohcy deen~ed a paymenl under this pohcy to the Insured owner 12 PAYMENT OF LOBS (a) No payment shall be made wdhou, producing this policy for enborsement of the FORINFORMATION,OR payment unless the policy has been lost or destroyed in which case proof of lose or destrucbon shall be furnished to the sabsfactlon of the Company (b) When hablhty and the extent of loss or damage has bees detmdsty fixed in decor TO MAKE A COMPLAINT,CALL dance wdh these COndledns and Shpulatlens the loss er damage shall be payable within 30 d.ys,bereafte, 1-800-441-0310 13 SUBROGATION UPON PAYMENT OR EETTLEMENT (a) The Company s Right of Subroget~on Whenever the Company shall have settled and pa~d a claim under to~s pohcy all right of subrogation shall vest m the Company unaffected by any act of the insured claimant TheCompanyshallposubrogetedtoandbeentdledtoallrtghtsandremed~esthatthe PARA INFORMAClON, O insured claimant would have had against any person or property in respect to the claim had thlspohcynotbeenlssued ,fmquestedPytheCompanythe,nsuredcla, maotshalltransferto PARA HACER UNA QUEJA, HABLE the Company al~ rights and remedies against any person Or property necessary in order to perfect th~s right of subrogation The insured Ota~mant shall permd the Company to sue comprom,se or settle in the name of the insured cia,mast and to use the name of the Insured 1 '800'4 4 1 '03 1 0 Clalmaot in any transaction or htlgaedn ~nvolwng these rights or remedies If a payment on account of a claim does not fully cover the loss el the insured cia~maet the Company shall be aubrogated to these rights and remedies in the proportion that the Company s payment bears to the who~e amount of the loss Texas Owner Poll~'y T 1 (10-1 91) Cover Page Form 1178-2 (Rev 2 92) Vahd Only If Face Page Schedules A and B Are Attached Commonwealth POL,CY NUMBER Land Title Insurance Company -] 5 - 0 8 g b OWNER'S POLICY OF TITLE INSURANCE SUBJECT TO THE EXCLUSIONS FROM COVERAGE THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS COMMONWEALTH LAND TITLE INSURANCE COMPANY a Pennsylvama corporstlon here~n called the Company insures as of Date of Policy shown in Schedule A against loss or damage not exceed lng the Amount of Insurance stated m Schedule A sustained or incurred by the insured by reason of 1 Title to the estate or interest described in Schedule A being vested other than as stated fhere~n 2 Any defect m or lien or encumbrance on the title 3 Anystatutoryorconstltut~onalmechanms contractors ormater~almanshenforlaborormatenalhawngds~nceptlononorbeforeDateof Pohcy 4 Lack of a right of access to and from the land 5 Lack of good and ~ndefeas~ble tdle The Company also wfli pay the costs attorneys fees and expenses ~ncurred ~n defense of the btle as ~nsursd but only to the extent prowded m the Gondlt~ons and Shpulat~ons IN WITNESS WHEREOF COMMONWEALTH LAND TITLE INSURANCE COMPANY has caused ~ts corporate name and seal to be hereunto afbxed by ~ts duly authorized ofhcers the Pohcy to become vahd when countersigned by an authorized ofhcer or agent of the Company COMMONWEALTH LAND TITLE INSURANCE COMPANY At test ~ B~~ r Prestdent EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of th;s pohcy and the Company will not pay loss or damage costs attorneys fees or expenses whmh arise by reason of I (a) Any law ordinance or governmental regulatton 0nclud;ng but not hm;ted to building and zomng laws ordinances or regulat;ons) restnctmg regulating proh~bd~ng or relating to 0) the occupancy use or enjoyment of the land (.) the character d~mens~ons or location of any ~mprcvement now or hereafter erected on tho land 010 a separation m ownership or a change in the d~mens~ons or area of tho land or any parcel of which the land ~s or was a part or 0v) environmental protechon or the effect of any wolatlon of these laws ordinances or govornmentalregulatlons oxcopttothooxtentthatanotmeoftheenforcementthereoforanohceofadefect honoroncumbrancoresultmg from a wolation or alleged vlolahon affecting the land has been recorded m the pubhc records at Date of Pohcy to the extent that a not,ce of the exercise thereof or a nobce of a defect (b) Any governmental police power not excluded by (a) above except hen or encumbrance resulting frcm a vlolahon or alleged violation affecting the land has been recorded ~n the pubhc records at Date of Pohcy 2 R~ghts of eminent domain unless notme of the exem~se thereof has been recorded ~n the pubhc records at Date of P°lmY but n°t excluding from coverage any taking that has occurred pnor to Date of Pohcy which would be b~nd~ng on the rights of a purchaser for value wflhout I knowledge 3Defects hens encumbrances adverse claims or other matters (a) created suffered assumed or agreed to by the ~nsursd c~a~mant (b) not known to the Company not recorded m the pubhc records at Date of Pohcy but known to the insured claimant and not d~sclosed ~n wntlng to the Company by the msursd claimant pnor to the date the ~nsured claimant became an insured under th~s pohcy (c) resulting m no loss or damage to the insured claimant (d) attaching or created subsequent to Date of Policy to) resulting ~n loss or damage that would not have boon sustmnod ~fthe ~nsursd claimant had pa~d value for the estate or ~nterest ~nsured by ltl th~s pohcy 4 The refusal of any person to purchase lease or lend money on the estate or interest covered hereby ~n the land described ~n Schedule A because of unmarketability of the title 5 Anyclalm wh~chanses~ut~fthetransacti~nvestmgmtheinsursdth~estate~rmterest~nsuredbyth~sp~hcy byreasonoftheoperabonof federal bankruptcy state insolvency or mmflar creddors rights laws Texas Owner Pohcy T 1 (10 1 91) Face Page Form 1178-1 Vahd Only If Schedule A Wand Cover Are Attached ORIGINAL CONDITIONS AND STIPULATIONS I DEFINITION OF TERMS alleging a defect hen or encumbrance or other marter ~nsured against by th~s pohcy The The following terms when used in this policy mean Company shall have the right to select counsel of its choice (subject to the dght of the insured (a) insured the insured named in Schedule A and subject to any rights or defenses to oblect for reasonable cause) to represent the insured as to those stated causes of action thecomponywouldhavehodagamatthenamedlnsured thosewhosocceedtotheioterest Ct andshatlnotbehableforandwdlnotpaythefeesofanyothercounsst TheCompanywlllnot the named ~nsured by operation of law as distinguished from purchase including but not pay any fees costs or expenses recurred by the ~nsured in the defense of those causes of hmltod to heirs d~atrlbotees devisees survivors personal representobves next of kin or acedn that allege matters not insured against by th{s pohcy corporate partnership or fiduciary successors and specifically without hmltation the follow (b) The Company shall have the right at ~ts own cost to Instltuto and prosecute any lng action or proceeding or to do any other act that in ~ts opinion may be necessary or desirable to (i) thesuccsssorslnlnteresttoa¢orporetlonresurtingfrommergerorconsohda estabhshthet~tletotheestoteormterest as~nsured ortopreventorreduceloeserdamageto tion or the dlatrlbUtlOn of the assets of the corporahon upon partial or complete hquidaedn the insured The C~mpany may toke any edpropnato action under the terms of this pohcy (ii) t he par t nershtp successors in intoreat to a general or hmltod partnership which whether or not It shall be hable hereunder and shal~ not thereby concede habllity or wstve any dissolves but does not terminate provision of this pohey If the Company shall exercise ds rights under this paragraph it shall do (Iii) the successors at Itoerest to a generat or llmitod partnership resulting from the so dihgently distrlbuhon Of the assets of the general or hmded partnership upon parhal or complete (c) Whenever the Company shall have brought an ecbon or interposed a defense as liqu~dagon required or permitted by the provisions of this pohcy the Company may pursue any stlgedon to (iv) thesuccessorslntntereottoajolnlventureresultlngfromthedlatr~butlonofthe flnaldetermmat~onbyacoudofcompeteotjur~sdlctionandexpreeslyreservastherlght mits assets of the joint venture upon partial or complete hqu~dotion sole d~screhon to appeal Irom any adverse judgment or order (v) the successor or substitute trustee(s) of a trustee named ~n a wrdton trust (d) In all cases where this pohcy permits or redulres the Company to prosecute or ~nstrumeot or provide lot the defense of any action or proceeding the insured shall secure to the Company (w) the successors in interest ~o a trustee or trust resulhng from the distribution Ct the nght to so prosecute or provide defense in the action or proceedleg and all appeals all or part of the assets of the trust to the beneficiaries thereof therein and permit the Company to use at *ts option the name of the insured for this purpose (b) insured claimant an insured clalmlng loss or damage Whenever requested by the Company the Insured at the Company s expense shall give the (c) knowledge or known aofualknowledge not construcbve knowledge or notice Company all reasonable aid (i} in any ecedn or proceeding securing ewdence obtoimng that maybelmpotedtoanlnsured byreasonofthepubhcrecordsasdeflnedlnth~spolicyor witnesses prosecutmgordefendmgtheactlonorproceedlng or eSeot~ngsottlement and(ii} any other records which impart construcbve notice of mattors affecting the land m any other lawtul act that m the opinion of the Company may be necessary or desirable to (d} land thelanddescribedorreferredtolnScheduleA and lmprovemeots affixed estabhshthet~tletotheestatoormtorestasmsured IftheComponyisprejudicedbythefailure thereto that by law constitute real property The term land does not inotude any property of the ~nsured to lurnlSh the redu~red cooperahon the Company s obligations to the insured beyondthellnesoftheareadescrtbedorretorredtolnSCheduleA noranyrtght title interest under thepohcyshalltormmate mcludlnganyhabihtyorobhgatlontodefend pmsecuto or estate or easement m abutting streets roads avenues alleys lanes ways or waterways but continue any stigahon w~th regard to the matter er matters requiring such cooperatmn nothing herein shall modify or limit the extent to which a right of access to and from the land ~s Insured by this polmy 5 PROOF OF LOSS OR DAMAGE (e) mortgage mortgage deed of trust trust deed or other security instrument In addition to and after the notices required under Sechon 3 of these Conditions and (f) public records records established under state stot utes at Date of Policy for the Stipulations have been prowded the Company a proof of loss or damage signed and sworn to purpose of imparting constructive notice of matters relating to real property to purchasers for by the insured claimant shall be furnished to the Company within 91 days after the insured value and without knowledge With respect fo Section l(a)(iv) of the Exclusions From Cover claimant shall ascertain the facts giving rise to the loss or damage The proof of loss er age public records also shall include envlrenmeotal protection hens filed in the records of damage shall describe the defect in or hen or encumbrance on the title or other mat[er the clerk of the Un,tod States district court for the district in which the land ~s located insured against by th~s pohcy that constitutes the bas~s of loss or damage and shall state to (g) access legalrlghtofeccesetothelandandnotthephyslcalcondltlonofaccess theextentposs~ble thebas~sofcalculedngtheamouotofthelossordarllege IftheCompany The coverage provldod as to access does not assure the adequacy of access for the use is prejudiced by the failure of the insured claimant to provide the required proof of loss or Intended damage Ihs Company s obhgahons to the insured under the policy shall terminate including any llab~kty or obhgat~on to defend prosecute or continue any litigation with regard to the 2 CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE mattor or mattors requiring such proof of loss or damege The coverage of this policy shstl continue in force as of Date of PoJlcy in favor of an ~n addition the insured claimant may reasonably be redulred to submit to examlnaedn insured only so long as the insured retains an estate or Ioterest m the land or holds an under oath by any authorized representobve of the Company and shall produce for examine IndebtednsessecuredbyapurchasemoneymortgegeglvenbyapurchaserfromtbelnsUred tlon Inedecflonand copy{ng at suchreasonabletlmesandplacesssmaybedesignatod by oronlysoloegasthemsuredsh~llhaveliabilitybyreasonofcovenatosofwarrantymedeby anyauthor~zed represeotatlve of the Compony allrecords books ledgers checks corre the insured ~n any transfer or conveyance of the estate or ~ntoreat Th~s pohcy shall not spondence and memoranda whether bearing a date before or after Date of Pohcy which cooflnue In force In favor of any purchaser from the insured of either (i) an eattoe or ioferest in reasonably portaln to the loss or damage Furt her ~f requested by any authorized redresento theland or(ll)anmdebtednessaecuredbyapurchasemoneymortgageg~ventotheinsured five of the Company the ~nsured claimant shall grant ~ts permission in writing for any authorized representative of the Company to examine inspect and copy all records books 3 NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT ledgers checks correspondence and memoranda m the custody or control of a third party The insured shatl not~fy the Company promptly In writing (I) in case of any litigation as set which reasonably porta~n to the lose or damage AIhnlormatlon des~gntoed as conf~deotlst by fort h la Section 4(a) below or (il) tn case knowledge shall come to an insured hereunder of any Ihs insured claimant provided to t he Company pursuant to t h~s Section shall not be disclosed clalmoftlfteorlntorest thatlsodversetothetltletotheestatoorintoreat aslnsured andthat toothersunless InthereasonablejudgmentoftheCompany ItlSnecessarylntheedmlnistra mlghl cause loss or damage ferwh~ch theCompertymaybeliablebyvlrtueof folspollcy If tionoftheclalm FalforeofthelnSUredcla~manttosubmltforexaminaflonunderoath produce prompt notice shall not be given to the Company then as to the insured all hablllfy of the other reasonably requested mformat~on or grant permission to secure reasonably necessary Company shall terminate with regard to the maffer or matters for which prompt notice is informaedn from third parties as required In th~s paragraph shall terminate any hedisty of the required prOvided however that failure to notify the Company shall m no case prejudice the Company under this pohcy as to that claim nghto of any insured under this policy unless the Company shall be prejudiced by the ladure and then only to the extent of the prejudice 8 OPTtONS TO PAY OR OTHERWISE SETTLE CLAIMS TERMINATION OF LIABILITY When after thedatoofthe policy the insured notlJleetheComponyearegulred herein of In case Of a claim under this pohcy the Company shalt have the following eddttlOnal alien encumbrance edverseclaimorotherdefectintltletotheeatateormtorest mtheland ophons insured by this policy that is net excluded or excepted from the coverage of th~s policy the (a) To Pay or Tender Payment of the Amount of Insurance Company shall promptly investigate the charge to detormme whether the lien encumbrance To pay or tender payment of the amount of *nsurance under tb~s policy together with any edverseclalmordefectlsvalldandnotbarredbyleworststuto TheCompsnyshallnoftfythe costs attorneys feesandexponsssincurredbythemsuredcla~mant whichwere authorized insuredlnWrttleg wlthlnareasonabletlme ofgspotorminstlonaslothevstldltyormvatldltyof by the Company uptothet~meof payment or tender of payment and which the Companyls the insured s claim or charge under the policy If the Company concludes that the hen obhgatod to pay encumbrance adverse claim or defect is not covered by this policy or was otherwise Upon the exercise by the Company of this option all liability and obllgstlons to the eddresSedlnthecloslngefthetransaotlOnlnconneotlonwithwhtchthlspolicywaslssued the insured under th~spsticy other thantomakethepayment required shalltormatato ~ncludlng Company shall apoc~fically advise the insured of the reasons for its datermlnabon If the any liabdtty or obligation to defend prosecute or continue any litigation and the pohcy shall Companyconcluposthatthehen encumbrance edverseclaimordofeotlsvahd theCompa be surrenpored to the Company tot cancatlatlon ny shall take one of the following actions (~) ~nstltoto the necessary proceedings to clear the (b) To Pay or Ofoe~*se Settle With Part*es Other than the Insured or With the Insured hen encumbrance adverseofstmordefect fromlhetitletotheestateasinsured (ii)indemmfy Claimant the insured as provided in this pst[cy (ill) upon payment of appropriate premium and charges (i) to pay or otherwise seltle with other pottles tot or m the name of an ~nsured therefor issue to the insured claimant or to a subsequent owner mortgagee or holder of the claimant any claim insured against under this pohcy together with any costs attorneys fees estate or ~ntereat in the land insured by this potlcy · pohcy of title insurance without exception and expenses recurred by the insured claimant which were authonzed by the Company up to far thellen encumbrance edversectolmordeleot saidpohcytobeinanamouotedualtothe thet~meof paymer~ and whmh the Company ~s obhgated to pay or current value of the property or d a mortgagee policy the amount of the loan (iv) indemnify (il) to pay or otherwise se[tie with the insured claimant the loss or damage provided another title insurance company In connection with its issuance of a pollcy(~es) of title for under th~s policy together with any costs attorneys Joes and expenses ~ncurred by the insurancewitpout exception for thellen encumbrance edverseclatmor defect (v) securea Insuredclalmant wh~chwereauthorlzedbytheCompanyuptothetlmeofpaymentandwh~ch releaseorotherdocumeotdischarglngthallen encumbrance adversestaimordefect or(w} ted Companyls obllgtoed to poy undertake a combination of {I) through (v) herein Upon the exercise by the Company of edher of the edbons provided Jor in paragraphs (b)(i) or (il) the Company s obligations to the insured under this policy for the claimed loss or 4 DEFENSE AND PROSECUTION OF ACTIONS DUTY OF INSURED damage other than the payments required to be made shall termmato including any habihty CLAIMANT TO COOPERATE or obligation to defend prosecute or continue any ht~gafton (a) Upon wrdten request by the insured add subject to the odtions contolned in Section 6 of these Conditions and Stipulations the Company at Its own cost and without unreasOnable delay shall provide for the defense of an Insured In litigation in which any third party asserts a claim adverse to the htle or interest as insured but only as to those stated causes of action B 1178 175- 028826 CI 121 $****500,000 O0 $*'3,611 O0 1000 6/23/1992 $*********** 00 COMMONWEALTH LAND TITLE INSURANCE COMPANY OWNER POLICY OF TITLE INSURANCE CASE NUMBER DATE OF AMOUNT OF POLICY NUMBER POLICY INSURANCE 90 D 200600-B (O04)/dfb 6/23/1992 8 47AM $****500,000 00 175- 028826 SCHEDULE A 1 Name of Insured CITY OF DENTON, TEXAS, a municipal corporation of the State of Texas 2 The estate or interest in the land that is covered by this policy is FEE SIMPLE 3 Title to the estate or interest in the land is vested in CITY OF DENTON, TEXAS, a Municipal Corporation of the State of Texas 4 The land referred to in this policy is described as follows See Exhibit A attached hereto and made a part hereof for all purposes /~CAN TITLE COMPANY This,policy is invalid unless the cover sheet and Schedule B are attached The policy number shown on this schedule must agree with the preprinted number on %he cover Texas Form T-1 (rev 10/91) Owner Policy - Form prescribed by State Board Schedule A - Page 1 I~C'D - JUNE 5t 1992 , TI(~?.R~ DATE ~y 1, 1993 ~a a~~ ~' ~C. P.O. ~ 2950 ~ ~, ~. 76113-2950 (817) 737-4000 Or~gznal Pol%cy - C~ty Secretary (6/9/92) Copy of Polzcy Betty MaK an Joe Morr~s Max Blackburn