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2011-107s;llegal\our docutnents\ordinances\l l\blacic bear ordinance .doc ORDINANCE NO. 2011-1�% AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT OF SALE (HEREIN SO CALLED) BETWEEN THE CITY OF DENTON, AS BUYER AND BLACK BEAR PROPERTIES, LLC, AS SELLER, CONTEMPLATING (I) THE SALE AND PURCHASE OF AN APPROXIMATE 4.024 ACRE TRACT OF LAND, BEING LOCATED 1N THE M. FORREST SURVEY, ABSTRACT NUMBER 417, CITY AND COUNTY OF DENTON, TEXAS, AND ALSO KNOWN AS 4001 E. MCKINNEY, DENTON, TEXAS ("REAL PROPERTY") AND (II) THE EXECUTION AND DELIVERY OF A TEMPORARY LEASE (HEREIN SO CALLED) OF THE REAL PROPERTY TO SELLER, FOR A PURCHASE PRICE OF NINE HUNDRED AND FORTY THOUSAND AND NO/100 DOLLARS ($940,000.00); AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE AND DELIVER THE TEMPOR.ARY LEASE AND ANY AND ALL OTHER DOCUMEIVTS NECESSARY TO ACCOMPLISH CLOSING OF THE TRANSACTIONS CONTEMPLATED BY THE CONTRACT OF SALE; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING AN EFFECTIVE DATE. (MAYHILL ROAD WIDENING AND IMPROVEMENTS PROJECT) THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS : SECTION 1. The City Manager, or his designee, is hereby authorized to execute the Contract of Sale, between the City of Denton and Blacic Bear Properties, LLC, in the form attached hereto and made a part hereof as Exhibit "A" (the "Contract"), with a purchase price of $940,000.00 plus closing costs as prescribed in the Contract, and any and all other documents necessary for the acquisition of the Real Property, as more particularly described therein, including without limitation, the Temporary Lease. The Real Property is being acquired to accommodate the requirements of the Mayhill Road Widening and Improvements project. SECTION 2. The City Manager is hereby authorized to make expenditures as set forth in the Contract of Sale. SECTION 3. That this ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the � 2�� day of , 2011. MARK �: B RRO - S, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: �. APP VED A TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � BY: l� Page S:U.egaflOur pocumenlsl0rdinenceslll�Black 8car Ordinance .doc s:llegallour documents\contracts\l l\black bear - contract of sale - final.doc CONTRACT OF SALE STATE OF TEXAS § COUNTY OF DENTON § �/ This Contract of Sale (the "Contract") is made this � day of , 2011, effective as of the date of execution hereof by Buyer, as defined herein (th `Effe 've Date"), by and between Black Bear Properties, LLC (referred to herein as "Seller") and the City of Denton, Texas, a Home Rule Municipal Corporation of Denton County, Texas (referred to herein as `Buyer"). RECITALS WHEREAS, Seller owns those certain lands being more particularly described in E�ibit "A", attached hereto and made a part hereof for a11 purposes, being located in Denton County, Texas (the "Land"); and WHEREAS, Seller desires to sell to City, and Gity desires to buy from Seller, the Land, together with any and all rights or interests of Seller in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and a11 other rights and appurtenances to the Land (collectively, the "Property"). ARTICLE I SALE UF PROPERTY For the consideration hereinafter set forth, and upon the terms, conditions and provisions herein contained, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, the Property. ARTICLE II PURCHASE PRICE AND EARNEST MONEY 2.01 Purchase Price. The Purchase Price to be paid to Seller for the Property is the sum of Nine Hundred and Forty Thousand Dollars and No/100 ($940,000.00) (the "Purchase Price"). 2.02 Earnest Money. Buyer sha11 deposit the sum of Twenty Five Thousand and No/100 Dollars ($25,000.00), as Earnest Money (herein so called) with Title Resources, 1112 Dallas Drive, Suite 402, Denton, Texas, 76205 (the "Title Company"), as escrow agent, upon execution of this Contract by Seller and Buyer. All interest earned thereon shall become part of the Earnest Money and shall be applied or disposed of in the same manner as the original Earnest Money deposit, as provided in this Contract. If the purchase contemplated hereunder is consummated in accordance with the terms and the provisions hereof, the Earnest Money, together with all interest earned thereon, shall be applied to the Purchase Price at Closing. In all other events, the Earnest Money, and the interest accrued thereon, shall be disposed of by the Title Company as Contract of Sale Page 1 of 37 s:llegallour documents\contracts111\black bear - contract of sale - final.doc provided in this Contract. 2.03 Independent Contract Consideration. Within fourteen (14) calendar days after the Effective Date, as defined below, Buyer shall deliver to Seller a check in the amount of One Hundred and No/100 Dollars ($100.00) (the "Independent Contract Consideration"), w�ich amount the parties hereby acknowledge and agree has been bargained for and agreed to as consideration for Seller's execution and delivery of the Contract. T'he Independent Contract Consideration is in addition to, and independent of any other consideration or payment provided in this Contract, is non-refundable, and shall be retained by Seller notwithstanding an� other provision of this Contract. ARTICLE III TITLE AND SURVEY 3.01 Title Commitment. (a) Within twenty (20) calendar days after the Effective Date, Seller, at Seller's sole cost and expense, shall cause to be furnished to Buyer a current Commitment for Title Insurance (the "Title Commitment") for the Property, issued by Title Company. The Title Commitment shall set forth the sta.te of title to the Property, including a list of liens, mortgages, security interests, encumbrances, pledges, assignments, claims, charges, leases (surface, space, mineral, or otherwise), conditions, restrictions, options, severed mineral or royalty interests, conditional sales contracts, rights of first refusal, restrictive covenants, exceptions, easernents (temporary or permanent), rights-of-way, encroachments, or any other outstanding claims, interests, estates or equities of any nature (each of which are referred to herein as an "Exception"). (b) Along with the Title Commitment, Seller shall also cause to be delivered to Buyer, at Seller's sole cost and expense, true and correct copies of all instruments that create or evidence Exceptions, including those described in the Title Commitment as exceptions to which the conveyance will be subj ect and/or which are required to be released or cured at or prior to Closing. 3.02 Survey. Within thirty (30) calendar days after the Effective Date, Buyer may cause to be prepared at Buyer's expense, a current on the ground ALTA survey of the Property (the "Survey"). The Survey may include but not be limited to, a depiction of the location of all roads, streets, easements and rights of way, both on and adjoining the Property, water courses, 100 year flood plain, fences and improvements and structures of any kind. The Survey may further describa the size of the Property, in acres, and contain a metes and bounds description thereof. Seller shall furnish or cause to be furnished any affidavits, certificates, assurances, and/or resolutions or amended or revised survey(s) as required by the Title Company in order ta amend the survey exception as required by Section 3.05, below and/or to delete other Exceptions related to matters depicted or not depicted in the Survey. The description of the Property as set forth in the Survey, at the Buyer's election, shall be used to describe the Property in the deed to convey the Property to Buyer and shall be the description set forth in the Title Policy. Contract of Sale Page 2 of 37 s:Uegallour documents\contracts1111b1ack beaz - contract of sale - final.doc 3.03 Review of Title Commitment, Survey and Exception Documents. Buyer sha.11 have a period of fifteen (15) calendar days (the "Title Review Period") commencing with the day Buyer receives the last of the Title Commitment, the Survey, and the Exception documents, in which to give written notice to Seller, specifying Buyer's objections to one or more of the items ("Objections"), if any. All items set forth in the Schedule C of the Title Commitment, and all other items set forth in the Title Commitment which are required to be released or otherwise satisfied at or prior to Closing, shall be deemed to be Objections without any action by Buyer. 3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall, within twenty (20) calendar days after Seller is pravided notice of Objections, either satisfy the Objections at Seller's sole cost and expense or promptly notify Buyer in writing of the Objections that Seller cannot or will not satisfy at Seller's expense. Notwithstanding the foregoing sentence, Seller sha11, in any event, be obligated to cure those Objections or Exceptions that have been voluntarily placed on or against the Property by Seller after the Effective Date. If Seller fails or refuses to satisfy any Objections that Seller is not obligated to cure within the allowed twenty (20) calendar day period, and if Buyer does not agree in writing to an e�ension of that period, said extension to not exceed an additional thirty (30) days, then Buyer has the option of either: (a) waiving the unsatisfied Objections by, and only by, notice in writing to 5eller prior to Closing, in which event those Objections shall become Permitted Exceptions (herein so called), or (b) terminating this Contract by notice in writing prior to Closing and receiving back the Earnest Money, in which latter event Seller and Buyer shall have no further obligations, one to the other, with respect to the subject matter of this Contract. 3.05 Title Policy. At Closing, 5eller, at Seller's sole cost and expense, sha11 cause a standard Texas Owner's Policy of Title Insurance ("Title Policy") to be furnished to Buyer. The Title Policy shall be issued by the Title Company, in the amount of the Purchase Price and insuring that Buyer has indefeasible fee simple title to the Property, subject only to the Permitted Exceptions. The Title Policy may contain only the Permitted Exceptions and shall contain no other exceptions to title, with the standard printed or common exceptions amended or deleted as follows: (a) survey exception must be amended if required by Buyer to read "shortages in area" only (aithough Schedule C of the Title Comtnitment may condition amendment on the presentation of an acceptable survey and payment, to be borne solely by Seller, of any required additional premium); (b) no exception will be permitted for "visible and apparent easements" or words to that effect (although reference may be made to any specific easement or use shown on the Survey, if a Permitted Exception); (c) no exception will be pernutted for "rights of parties in possession"; Contract of Sale Page 3 of 37 s:Uegailour documentslcontracts111\black bear - contract of sale - final.doc (d) no liens will be shown on Schedule B. Notwithstanding the enumeration of the following exceptions, amendments and/or deletions, Buyer may object to any Exception it deems material, in its sole discretion. ARTICLE IV FEASIBILITY REV�W PERIOD AND IMPROVEMENTS 4.41 Review Period. Any term or provision of this Contract notwithstanding, the obligations of Buyer specified in this Contract are wholly conditioned on Buyer's having determined, in Buyer's sole and absolute discretion, during the period commencing with the Effective Date of this Contract and ending forty eight (48) calendar days thereafter (the "Absolute Review Period"), based on such tests, examinations (including intrusive examination, as deemed necessary by Buyer), studies, investigations and inspections of the Properly the Buyer deems necessary or desirable, including but not limited to studies, assessments and/or inspections to determine the existence of any environmental hazards or conditions in any environmental media, performed at Buyer's sole cost, that Buyer finds the Properiy suitable for Buyer's purposes. Buyer is granted the right to conduct engineering and/or market and economic feasibility studies of the Property, and to conduct a physical inspection of the Property, including inspections that invade the surface and subsurface of the Property. If Buyer determines, in its sole judgment, that the Property is not suitable, for any reason, for Buyer's intended use or purpose, the Buyer may terminate this Contract by written notice to the Seller, as soon as reasonably practicable, but in any event prior to the expiration of the Absolute Review Period, in which case the Earnest Money will be returned to Buyer, and neither Buyer nor Seller shall have any further duties or obligations hereunder. In the event Buyer elects to terminate this Contract pursuant to the terms of this Article IV, Section 4.01, Buyer will provide to Seller copies of (i) any and all non- confidential and non-privileged reports and studies obtained by Buyer during the Absolute Review Period; and (ii) the Survey. ARTICLE V REPRESENTATIONS, WARRANTIES. COVENANTS AND AGREEMENTS 5.01 Representations and Warranties of Seller. To induce Buyer to enter inta this Contract and consuinmate the sale and purchase of the Property in accordance with the terms and provisions herewith, Seller represents and warrants to Buyer as of the Effective Date and as of the Closing Date, except where specific reference is made to another date, that: (a) The descriptive information concerning the Property set forth in this Contract is complete, accurate, true and correct. (b) There are no adverse or other parties in possession of the Property or any part thereof, and no party has been granted any license, lease or other right related to the use or possession of the Praperty, or any part thereof, except those described in the Leases, as defined in Article V, Section 5.02(a). Contract of Sale Page 4 of 37 s:Uegal\our documentslcontracts\l l\black beaz - contract of sale - final.doc (c) The Seller has good and marketable fee simple title to the Property, subject only to the Pernutted Exceptions. (d) The Seller (i) has the full right, power, and authority to sell and convey the Property as provided in this Contract and to carry out Seller's obligations hereunder; and (ii) has talcen all actions necessary to authorize the party executing this Contract to bind, in a11 respects, Seller to all terms and provisions hereof, and that such party possesses the authority to execute this Contract and bind Seller hereto. (e) The Seller ha.s not received notice of, and has no other knowledge or information of, any pending or threatened judicial or administrative action, or any action pending or threatened by adjacent landowners or other persons against or affecting the Property, including without limitation, Environmental Claims or claims related to Environmental Cleanup Liability, as those terms are defined below. (� The Seller has disclosed to Buyer in writing of any and all facts and circwtnstances relating to the physical condition of the Property that may materially and adversely affect the Property and operation or intended operation thereof, or any portion thereof, of which Seller has knowledge. (g) The Seller has paid or will pay on or before the Closing Date, a11 real estate and personal property taxes, assessments, excises, and levies that are presently due, if any, which are against or are related to the Property, or will be due as of the Closing, and the Property will be subject to no such liens. (h) Seller has not contracted or entered into any agreement with any real estate broker, agent, fmder, or any other party in connection with this transaction or taken any action which would result in any real esta,te broker commissions or finder's fee or other fees payable to any other party with respect to the transactions contemplated by this Contract, except a 3% commission to David Vanderlaan to be paid by Seller from Seller's funds at Closing. (i) To the best of Seller's knowledge, there has not occurred the disposal or Release of any Chemical Substance on or from the Property that could result in any Environmental Claim or Environmental Cleanup Liability, as those terms are defined below. 5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows: (a) Unless stated otherwise, prior to the Effective Date hereof, or within ten (10) days after the Effective Date, Seller, at Seller's sole cost and expense, sha11 deliver to Buyer, with respect to the Property, true, correct, and complete copies of the following: (i) All lease agreements and/ar occupancy agreements and/ar licenses of any kind or nature (if ora1, Seller shall provide to Buyer in writing all material terms thereo� relating to the possession of the Property, or any part thereof, including any and Contract of Sale Page 5 of 37 s:llegallour documents\contracts\I llblack bear - contract of sale - final.doc a11 modifications, supplements, and amendments thereto (the "Leases") (ii) All environmental audits, soil tests and engineering and feasibility reports, including any and all modifications, supplements and amendments thereto, with respect to the Property that Seller possesses or has the right to receive. (b) From the Effective Date until the date of Closing or earlier termination of this Contract, Seller shall: (i) Not enter into any written or oral contract, lease, easement or right of way agreement, conveyance or any other agreement of any kind with respect to, or affecting, the Property that will nQt be fully performed on or before the Closing or would be binding on Buyer or the Property after the date of Closing. (ii) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing concerning or affecting the Property. (iii) Not take, or omit to take, any action that would result in a violation of the representations, warranties, covenants, and agreements of Seller. (iv) Not sell, assign, lease or convey any right, title or interest whatsoever in or to the Property, or create, or pernut to exist, any lien, encumbrance, or charge thereon. (c) Seller shall 'mc�emnify and hold Buyer harmless, to the extent permitted by law, frorn all loss, liability, and expense, including, without limitation, reasonable attorneys' fees, arising or incurred as a result of any liens or claims resulting from labor or materials furnished to the Property under any written or oral contracts arising or entered into prior to Closing. (d) Environmental Indemnity. TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER SHALL INDENINIFY, DEFEND AND HOLD HARMI,ESS BUYER, AND ITS RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS, AGENTS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY AND ALL EN�IIRONMENTAL CLAIMS AND ENVIRQNMENTAL CLEANUP LIABILITY, AS DEFINED BELOW, WHICH ARISE DIRECTLY OR INDIRECTLY FROM OR ARE RELATED TO THE USE, OPERATION, MAINTENANCE, OCCUPATION, OWNERSHIP OR ABANDONMENT OF THE PROPERTY (T) BEFORE THE DATE OF CLOSING, INCLUDING WITHOUT LIMITATION, THE ABOVE DESCRIBED EVENTS CAUSED, �R CONTRIBUTED TO, IN WHOLE OR IN PART, BY THE NEGLIGENCE OF ANY KIND, TYPE, OR DEGREE, OR FAULT OF BLTYER, ITS RESPECTIVE OFFICERS, EMPLOYEES, ELECTED OFFICIALS, AGENTS, SUCCE5SORS AND /OR ASSIGNS; AND (II) AFTER THE DATE OF CLOSING, IF CAUSED OR CONTRIBUTED TO, IN WHOLE OR PART, BY SELLER, OR SELLER' S EMPL4YEES, AGENTS, CONTRACTORS. SELLER FURTHER COVENANTS AND AGREES TO DEFEND ANY SUITS OR ADMINISTRATIVE PROCEEDINGS BROUGHT AGAINST BUYER, AND ITS RESPECTTVE OFFICERS, ELECTED OFFICIALS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, ON ACCOUNT OF ANY SUCH Contract of Sale Paga 6 of 37 s:Uegal\our documentslcontracts\l llblack beaz - contract of sale - final.doc ENVIRONMENTAL CLAIMS OR ENVIRONMENTAL CLEANUP LIABILITY AND TO PAY OR DISCHARGE THE FULL AMOUNT OR OBLIGATION OF SUCH ENVIRONMENTAL CLAIMS OR ENVIRONMENTAL CLEANUP LIABILITY INCURRED BY, ACCRUING T� OR IMPOSED ON BUYER AND/OR ITS RESPECTIVE OFFICERS, ELECTED OFFICIALS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, AS APPLICABLE, RESULTING FROM ANY SUCH SUIT OR SUITS, OR ADMINISTRATIVE PROCEEDINGS, AND ANY AM�UNTS RESULTIl�TG FROM THE SETTLEMENT OR RESOLUTION OF SUCH SUIT OR SUITS OR ADMI1�iISTRATIVE PROCEEDINGS. IN ADDITION, SELLER SHALL PAY TO BUYER, AND/OR ITS RESPECTIVE OFFICERS, ELECTED OFFICIALS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, AS APPLICABLE, REASONABLE ATTORNEYS' FEES 1NCURRED BY BUYER, AND/OR ITS RESPECTIVE OFFICERS, ELECTED OFFICIALS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, AS APPLICABLE, IN ENFORCING SELLER'S INDEMNITY IN THIS ARTICLE V. As used in this Contract: (i) "Arises." An Environmental Claim or Environmental Cleanup Liability shall be deemed to Arise upon each discrete Release of a Chemical Substance. (ii) "Chemical Substances" shall mean any chemical substance or substances that constitute any sort of pollutants, contaminants, chemicals, raw materials, metals, intermediates, products, industrial, solid, toxic or hazardous substances, materials, wastes, asbestos, asbestos-containing materials, polychlorinated biphenyls, or petroleum products, including crude oil or any derived product or component thereof, including, without limita.tion, gasoline and any material or substance of any kind containing any of the above. (iii) "Environmenta.l Claim" shall mean any claim, demand, action, suit or proceeding for the injury, disease or death of any person (including, without limitation, the Seller, or Seller's successors, assigns, employees, agents andlor representatives), property damage, damage to the environment, or damage to natural resources made, arising or alleged to arise under, or relating to, any Environmental Law. Environmental Claim includes any damages, settlement amounts, fines and penalties assessed or costs of complying with any orders or decrees of courts, administrative tribunals or other governmental entities associated with resolving such claims, demands, actions, suits or proceedings and any costs, expenses and fees, including, without limitation, reasonable attorney's fees, incurred in the investigation, defense and resolution of such claims, demands, actions, suits and proceedings. (iv) "Environmental Cleanup Liability" shall mean any reasonable and necessary cost or expense of any nature whatsoever incurred to investigate, contain, remove, remedy, respond to, rernediate, clean up, or abate any Release of Chemical Substances or other contamination or pollution of the air, surface water, groundwater, land surface or subsurface strata, which shall be deemed to include, without limitation, any cost or expense related to any activity prescribed or required (including those the subject of a Contract of Sale Page 7 of 37 s:\legal\our documentslcontracts111\black bear - contract of sale - final.doc Settlement) by any governmental agency or other entity with jurisdiction over such matters, related to the operation, occupation, use, maintenance, abandonment or ownership of the Property, whether such Release, contasnination or pollution is located on, within, under or above the Property or is located on, within, under or above any other lands or property including, but not limited to, any Release of Chemical Substances or other contamination or pollution arising out of or resulting from the manufacture, generation, formulation, processing, labeling, distribution, introduction into environment or commerce, or on site or off site use, treatment, handling, storage, disposal, or transportation oi any Chemical Substance. Environmental Cleanup Liability includes, without limitation, any judgments, damages, settlements, reasonable and necessary costs or expenses (including, without limitation, attorneys', consultants, and experts' fees and expenses) which shall be deemed to include, without limitation, any cost or expense prescribed or required by any governmental agency or other entity with jurisdiction over such matters, incurred with respect to (i) any investigation, study, assessment, legal representa.tion, cost recovery by a governmental agency or third party, or monitoring or testing in connection therewith, (ii) the Property, as a result of actions or measures necessary to implement or effectuate any such containment, removal, remediation, response, cleanup or abatement, and (iii) the resolution of such liabilities. (v) `Bnvironmental Law" means any sta.tutes or legal requirements relating to or regulating pollution, worker, employee and occupational safety and health, protection or cleanup of the environment or damage to or rernediation of damage to real property and natural resources (including, but not limited to ambient air, surface water, groundwater, and land surface or subsurface strata) including, without limitation, legal requirements contained in the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq., as amended (CERCLA); the Resources Conservation and Recovery Act, 42 U.S.C. § 6901, et seq., as amended (RCRA); the Superfund Amendments and Reauthorization Act of 1986, Pub. L. 99-499, as amended (SARA); the Clean Air Act, 42 U.S.C. § 7401, et seq., as amended; the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq., as a.mended; the National Environmental Policy Act, 42 U.S.C. § 4321, et seq., as amended (NEPA); and the Safe Drinking Water Act, 42 U.5.C. § 340f, et seq., as amended; and/or any other federal, state or local laws, statutes, ordinances, rules, regulations or orders (including decisions of any court or administrative body) relating to pollution, worker, employee and occupational safety and health, damage to and protection or cleanup of, the environment, real property and/or natural resources as described above. Environmental Law shall also mean the Toxic Substance Control Act, 15 U.S.C. § 2601, et seq., as amended (TOSCA), and/or any other federal, state (including, without limitation, laws with respect to trespass, nuisance and other torts or similar legal theories which may be applied to establish liability or responsibility for Environmental Cleanup or Environmental Claims) or local laws, statutes, ordinances, rules, regulations or orders (including decisions of any court or administrative body) relating to (i) release, containment, removal, remediation, response, cleanup or abatement of any sort of Chemical Substance, (ii) the manufacture, generation, formulation, processing, labeling, distribution, introduction into environment or commerce, use, treatment, handling, storage, disposal or transportation of any Chemical Substance, (iii) exposure of persons, including agents, contractors and employees of Contract of Sale Page 8 of 37 s:Uegal\our documents\contracts11.11black bear - contract of sale - final.doc Seller, to any Chemical Substance and other occupational safety or health matters, or (iv) the environmental hazards relating to the physical structure or condition of a building, facility, tank, fixture or other structure, including, without limitation, those relating to the management, use, storage, disposal, cleanup or removal of any Chemical Substance. (vi) "Release" shall mean any spilling, leaking, pumping, pouring, emitting, spraying, emptying, discharging, escaping, leaching, dumping or disposing, in any way, manner or form, of any Chemical Substance into the environment (including, but not limited to, the ambient air, surface water, groundwater and/or land surface or subsurface strata) of any kind whatsoever (including without limitation the abandonment or temporary abandonment or discarding of barrels, containers, tanks or other receptacles containing or previously containing any Chemical Substance). (vu) "Settlement" shall mean any compromise or written resolution of any claim or matter that is agreed to by Seller and Buyer and any third party. 5.03 Covenants and Agreements of Buyer and Seller. Buyer and Seller covenant and agree with the other as follows: (a) At Closing, Buyer shall temporarily lease to the Seller, and the Seller shall temporarily lease from Buyer, the entireTy of the Property, upon the terms and conditions set forth in the form of the Temporary Lease (herein so called), as attached hereto as E�ibit "B". (b) Seller shall remove all of Seller's personal properry, trade fixtures and any other property of Seller, excepting the buildings, structures, improvements and other facilities that are fixtures, other than irade fixtures, to the Land ("the Fixtures"), (Seller's property described above, less the Fixtures, is herein called "Seller's Personal Property") from the Property on or before the Termination Date (as defined in t1�e Temporary Lease) of the Temporary Lease. Any of Seller's Personal Property remaining on the Property after the Termination Date shall be deemed Abandoned Property, as prescribed by Section E.19. of the Temporary Lease, and may be disposed of by Buyer in any manner prescribed by the Temporary Lease. Further, Seller sha11 axecute and deliver to Buyer a written stipulation and waiver, on ar before the Tertnination Date, expressly stipulating that all of Seller's Personal Property has been removed from the Property and waiving any and all rights Seller may have in or to such Property. 5.04 Survival Beyond Closing. Notwithstanding anything to the contrary contained in this Contract, the representations, warranties, covenants and agreements of Seller and the covenants and agreements of Buyer contained in this Contract shall survive the Closing, and shall not, in any circumstance, be merged with the General Warranty Deed, as described in Article VII, Section 7.02(a). ARTICLE VI CONDITIONS PRECEDENT TO PERFORMANCE 6A1 Performance af Seller's Obligations. Buyer is not obligated to perfortn under this Contract unless, within the designated time periods, at Seller's sole cost and expense (except as herein expressly provided to the contrary), a11 of the following shall have occurred: Contract of Sa1e Page 9 of 37 s:\legallour documentslcontracts111161ack bear - contract of sale - final.doc (a) Seller has performed, furnished, or caused to be furnished to Buyer a11 items required to be so performed or funiished under other sections of this Contract; and (b) Seller cures or Buyer waives in writing, within the time periods specified in Article III, all of Buyer's objections made in accordance with Article TII. 6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements. Buyer is not obligated to perform under this Contract unless all representations, warranties, covenants and agreements of Seller contained in this Contract are true and correct or have been performed, as applicable, as of the Closing Date, except where specific reference is made to another date. 6.03 Adverse Change. Buyer is not obligated to perform under this Contract, if on the date of Closing, any portion of the Property has been condemned, or is the subject of candemnation, eminent domain, or other material proceeding asserted by any third pariy, or the Property, or any part thereof, has been materially or adversely impaired in any manner. 6.04 Review Period. Buyer is not obligated to perform under this Contract if Buyer delivers notice to Seller pursuant to Article IV, Section 4.01 that Buyer has determined that the Property is unsuita.ble to or for Buyer's purposes. 6.05 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive any of the conditions precedent to the performance of Buyer's obligations under this Contract by giving to the Seller, at any time priar to Closing, a written waiver specifying the waived condition precedent. 6.06 Suyer's Termination if Conditions Precedent Not Satisfed or Waived. If any of the conditions precedent to the performance of Buyer's obligations under this Contract have not been satisfied by Seller or waived by the Buyer, the Buyer may, by giving written notice to Seller, terminate this Contract. On Buyer's termination, the Earnest Money shall be immediately returned to Buyer by the Title Company. The Seller shall, on written request frorn Buyer, promptly issue the instructions necessary to instruct the Title Company to return to Buyer the Earnest Money and, thereafter, except as otherwise provided in this Contract, Buyer and Se11er sha11 have no further obligations under this Contract, one to the other. ARTICLE VII CLOSING 7.01 Date and Place of Closing. The Closing (herein so called) shall take place in the offices of the Title Company and shall be accomplished through an escrow to be established with the Title Company, as escrowee. The Closing Date (herein sometimes called), shall occur ten (10) days following the completion of all conditions precedent to Buyer's performance of this Contract, as set forth in Article VI, hereof; but no later than August 31, 2011, or as mutually agreed upon by Buyer and Seller. 7.02 Items to be Delivered at the Closing. Contract of Sale Page 10 of 37 s:llegal\our docume�ts\contracts111\black bear - contract of sale - final.doc (a) Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer or the Title Company, at the expense of the party designated herein, the following items: (i) The Title Policy, in the form specified in Article III, Section 3.05; (ii) The General Warranty Deed, substantially in the form as attached hereto as Exhibit "C", subject only to the Permitted Exceptions, if any, duly executed by Seller and acknowledged; (iii) The Temporary Lease, in the form as attached hereto as Exhibit "B", duly executed by Seller and acknowledged; and (iv) Other items reasonably requested by the Tit1e Company as administrative requirements for consumnlating the Closing. (b) Buver• At the Closing, Buyer sha11 deliver to Seller or the Title Company, the following items: (i) The suxn required by Article II, Section 2.01, less the Earnest Money and interest earned thereon, in the form of certified or cashier's check or other immediately available funds; (ii) The Temporary Lease, in the form attached hereto as Exhibit "B", duly executed by Buyer and acknowledged; and (iii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. 7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in this Contract, the provisions of this Article VII, Section 7.03 shall survive the Closing. The following item sha11 be adjusted or prorated between Seller and Buyer with respect to the Property: (a) Ad valorem ta�es relating to the Property for the calendar year in which the Closing shall occur shall be prorated between Seller and Buyer as of the Closing Date. If the actual amount of taxes far the calendar yeax in which the Closing shall occur is r�ot known as of the Closing Date, the proration at Closing shall be based on the amount of taxes due and payable with respect to the Properiy for the preceding calendar year. As soon as the amount of ta.xes levied against the Property for the calendax year in which Closing sha11 occur is known, Seller and Buyer shall readjust in cash the amount of t�es to be paid by each party with the result that Seller shall pay for those taxes attributable to the period of time prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to change of land usage or ownership) and Buyer shall pay for those taaces attributable to the period of time commencing with the Closing Date. Contract of Sale Page 11 of 37 s:llegallour documentslcontracts\l l\black beaz - contract of sale - final.doc 7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at Closing, subject to the Temporary Lease. 7.05 Costs of Closing. Each party is responsible for paying the legal fees of its counsel, in negotiating, preparing, and closing the transaction contemplated by this Contract. Seller is responsible for paying fees, costs and expenses identified herein as being the responsibility of Seller. Buyer is responsible for paying fees, costs, expenses identified herein as being the responsibility of Buyer. If the responsibility for such costs or expenses associated with closing the transaction contemplated by this Contract are not identified herein, such costs or expenses shall be allocated between the parties in the customary manner for closings of real property similar to the Property in Denton County, Texas. ARTICLE VIII DEFAULTS AND REMEDIES S.Ol Seller's Defaults and Buyer's Remedies. (a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any one or more of the following events: (i) Any of Seller's warranties ar representations contained in this Contract are untrue on the Closing Date; or (ii) Seller fails to meet, comply with or perform a.ny covenant, agreement, condition precedent or obligation on Seller's part required within the time limits and in the manner required in this Contract; or (iii) Seller fails to deliver at Closing, the items specified in Article VII, Section 7.02(a) of this Contract for any reason other than a default by Buyer or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. (b} Buyer's Remedies. If Seller is in default under this Contract, Buyer at Buyer's sole option, do any one or more of the following: (i) Terminate this Contract by written notice delivered to Seller in which event the Buyer shall be entitled to a return of the Earnest Money, and Seller shall, promptly on written request from Buyer, execute and deliver any documents necessary to cause the Title Company to return to Buyer the Earnest Money; or (ii) Enforce specific performance of this Contract against Seller, requiring Seller to convey the Property to Buyer subject to no liens, encumbrances, exceptions, and conditions other than those shown on the Title Commitment whereupon Buyer shall waive title objections, and be entitled to assert rights for damages based on Seller's representations, warranties and obligations that are not expressly waived by Buyer; or Contract of Sale Page 12 of 37 s:Uegallour documentslcontracts111\btack bear - contract of sale - final.doc (iii) Seek any other recourse, remedy or relief as may be available to Buyer at law, contract, equity or otherwise. 8.02 Buyer's Default and Seller's Remedies. (a) Buyer's Default. Buyer is in default under this Contract if Buyer fails to deliver at Closing, the items specified in Article VII, Section 7.02(b) of this Contract for any reason other than a default by Seller under this Contract or termination of this Contract pursuant to the terms hereof prior to Closing. (b) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's sole and exclusive remedy for the default, may ternunate this Cont�act by written notice delivered to Buyer in which event the Seller shall be entitled to retain the Earnest Money, and Buyer shall, promptly on written request from Seller, execute and deliver any documents necessary to cause the Title Company ta return to Seller the Earnest Money. 8.03 Return of Earnest Money Deposit. On the occw7rence of any event deemed by Buyer ta be a default by Seller under this Contract, the Earnest Money, tagether with the interest thereon, shall be immediately returned to the Buyer by the Title Company. If the Earnest Money is properly returnable to Buyer in accordance with this Article VIII, Section 8.03, then Seller sha11, promptly on written request from Buyer, execute and deliver any documents necessary to cause the Title Company to return to Buyer the Earnest Money. ARTICLE IX MISCELLANEOUS 9.01 Notice. All notices, demands, requests, and other communications required hereunder shall be in writing, and shall be deemed to be delivered, upon the earlier to occur of (a) the date provided if provided by telephonic facsimile, and (b) on the date of fihe deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: SELLER: Black Bear Properties, LLC. 4001 East McKinney Street Denton, TX 76205-4608 Copies to: BUYER: City of Denton Paul Williamson Real Estate and Capital Support 901-A Texas Street Denton, Texas 76209 Telecopy: (940) 349-8951 . For Seller: For Buver: Richard Casner, Deputy City Attorney City Attorney's Office 215 E. McKinney Contract of Sale Page 13 of 37 s:Vegallour documentslcontracts1111b1ack beaz - contract of sale - final.doc Denton, Texas 76201 Telecopy: (940) 382-7923 9.02 Governing Law and Venue. THIS CONTR.ACT IS BEING EXECUTED AND DELIVERED AND IS INTENDED TO BE PERFORMED IN THE STATE OF TEXAS, THE LAWS OF TEXAS GOVERNING THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS CONTRACT. THIS CONTRACT IS PERFORMABLE IN, AND THE EXCLUSIVE VENLTE FOR ANY ACTION BROUGHT WITH RESPECT HERETO, SHALL LIE IN DENTON COUNTY, TEXAS. 9.Q3 Entirety and Amendments. This Contract embodies the entire agreement between the parties and supersedes all prior agreements and understandings, if any, related to the Property, and may be amended or supplemented only in writing executed by the party against whom enforcement is sought. 9.44 Parties Bound. This Contract is binding upon and inures to the benefit of Seller and Buyer, and their respective successors and assigns. If requested by Buyer, Seller agrees to execute, acknowledge and record a memorandum of this Contract in the Real Property Records of Denton County, Texas, imparting notice of this Contract to the public. 9.U5 Risk of Loss. If any damage or destruction to any improvement located on the Land shall occur prior to Closing or if any third party condemnation or eminent domain proceedings are threatened or initiated that might result in the taking of any portion of the Property, Buyer may, at Buyer's option, do any of the following: (a) Tenninate this Contract and withdraw from this transaction without cost, obligation or liability, in which case the Earnest Money shall be immediately returned to Buyer; or (b) Consummate this Contract, in which case Buyer, with respect to the Property, shall be entitled to receive any (i) in the case of damage or destruction, any insurance proceeds, together with the deductible amount under Seller's policy or policies; and (ii) in the case of erninent domain, proceeds paid for the Property related to the eminent domain proceedings. If Buyer makes this election, the Closing shall be held on the tenth (10) calendar day after election is made to close and receive the proceeds described herein. Buyer shall have a period of ten (10) days after receipt of written notification from Seller on the fmal settlement of all condemnation proceedings or insurance claims related to damage or destruction of any improvement located on the Property, in which to make Buyer's election. 9.06 Further Assurances. In addition to the acts and deeds recited in this Contract and contemplated to be performed, executed and/or dElivered by Seller and Buyer, Seller and Buyer agree to perform, execute,and/or deliver, or cause to be performed, executed and/or delivered at the Closing or after the Closing, any further deeds, acts, and assurances as are reasonably necessary to consummate the transactions contemplated hereby. Notwithstanding anything to the contrary contained in this Contract, the provisions of this Article IX, 5ection 9.06 sha11 survive Closing. Contract of Sale Page 14 of 37 s:1(egallour documents\contracts1111b1ack bear - contract of sale - final.doc 9.07 Time is of the Essence. It is expressly agreed between Buyer and Seller that time is of the essence with respect to this Contract. 9.08 Exhibits. The E�ibits which are referenced in, and attached to this Contract, are incorporated in and made a part of, this Contract for all purposes. 9.09 Delegation of Authority. Authority to talce any actions that are to be, .or may be, talcen by Buyer under this Contract are hereby delegated by Buyer, pursuant to action hy the Eity Council of Denton, Texas, to the City Engineer, or his designee. 9.10 Expiration of Offer. The execution ofthis Contract by_Seller.constitutes,:subject.to the terms hereof, an irrevocable offer to sell the Property to Buyer. Unless by 5 00� p.rr�.. on .July 13, 20ll, this Contract is accepted by Buyer by action of the City Council of Buyer~th� offer of this Contract shall be automatically revolced and terminated. SELLER: � BLACK BEAR PROPERTIES, LLC., a TeXas 1�imited liability company By: NIBSTONE MANAGEMENT, a Texas limited`liability company, Manager By: GENE NIBLE , MANAGER. � Executed by Seller on the ��= day �of 2011. BUYER: « ^: . By: 'w( � GEORGE C. CAMPBELL, CITY MANAGER , ,�"�j Executed by `Buyer on the �� ' day of 2011. ATTEST: � JENNIFER WALTERS, CITY SECRETARY Contract of Sale Page 15 of 37 s:\legal\our documentslcontracts\111black bear - coniract of sale - final.doc BY: APPROVED AS TO LEGAL FORM: AIVITA BURGESS, CITY ATTORNEY BY: ``-� Contract of Sale Page 16 of 37 s:\legallour documents\wntractsU llblack bear - contract of sale - final.doc RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acknowledges receipt of an executed copy of this Contract. Title Company agrees to comply with, and be bound by, the terms and provisions of this Contract and to perform its duties pursuant to the provisions of this Contract and comply with Section 6045(e) of the Internal Revenue Code of 19$6, as amended from time to time, and as further set forth in any regulations or forms promulgated thereunder. TITLE COMPANY: Title Resources 1112 Dallas Drive, Suite 402 Denton, Texas 76205 By. ,. Printed Name: � �-L�� Q_.�CA- Title: �S�.o � - Contract receipt date: l S , 2011 Contract of Sale Page 17 of 37 s:\legallour documents\contracts111161ack beaz - contract of sale - final.doc EXHIBIT "A" to Contract of Sale Legal Description 4.024 ACRES BEING ALL THAT CERTAIN TRACT OR PARCEL OF LAND SITUATED IN THE CITY AND COUNTY OF DENTON, STATE OF TEXAS AND BEING IN THE M. FORREST SURVEY ABSTRACT NUMBER 417 AND BEING PART OF A TRACT OF LAND DESCRIBED IN A DEED FROM D.B. BOYD AND WIFE, MARIE BOYD TO TROY D. GLENN AND SYLVA JO GLENN AS RECORDED IN VOLUME 389, PAGE 144 OF THE DEED RECORDS OF DENTON COUNTY, TEXAS, AND BEING A PART OF A TRACT OF LAND DESCRIBED AS FIRST TRACT AND SECOND TRACT AS DESCRIBED IN A DEED FROM JOHN G. FREEMAN AND WIFE, EVELYN FREEMAN TO TROY D. GLENN AS RECORDED IN VOLUME 1765, PAGE 964 OF THE REAL PROPERTY RECORDS OF DENTON COUNTY, TEXAS, AND BEtNG PART OF A TRACT OF LAND DESCRIBED IN A DEED FROM MATTIE IRENE CARPENTER TO TROY D. GLENN AS RECORDED IN VOLUME 1106, PAGE 608 OF THE DEED RECORDS OF DENTON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A CAPPED %" IRON RdD SET FOR THE SOUTHWEST CORNER OF THE HEREIN DESCRIBED TRACT AND BEIN(3 IN THE NORTHERLY R.O.W. LINE OF E. MCKINNEY S7REET AND THE EAST LINE OF MAYHILL ROAD; THENCE NORTH 00 DEGREES 08 MINUTES 57 S�CONDS WEST WITH THE EAST LINE OF MAYHILL ROAD A DISTANCE OF 3U5. 69 FEET T� A CAPPED'/:" IRON ROD SET FOR THE NORTHWEST CORNER �F TH� HEREIN DESCRIBED TRACT AND BEING THE SOUTHWEST CORNER OF A TRACT OF LAND DESCRIBED IN A DEED FROM MARtNE PLASTICS, INC. TO CARL L. BEAUCHAMP AND WIFE, DONA J. BEAUCHAMP AS RECORDED IN VOLUME 3375, PAGE 893 OF THE REAL PROPERTY RECORDS OF DENTON COUNTY, TEXAS; THENCE SOUTH 89 DEGREES 18 MINUTES 16 S�CONDS EAST WITH SAID SOUTH LINE A DISTANCE OF 314.31 FEET TO A CAPPED'/z" IRON ROD FOUND FOR THE SOUTHEST CORNER OF SAID BEAUCHAMP TRACT; THENCE SOUTH 01 DEGREES 00 MINUTES 53 SECONDS WEST A DISTANCE OF 2.00 FEET TO A CAPPED 1/2" IRON ROD SET FOR THE NORTHWEST CORNER OF SAID (VOLUME 1765, PAGE 964, SECOND TRACT); THENCE SOUTH 76 DEGREES 58 MINUTES 22 SECONDS EAST WITH THE NORTH LINE OF SAID SECOND TRACT PASSING AT 111.00 FEET THE NORTHEAST CORNER THEREOF AND CONTINUING ON SAID COURSE A TOTAL DISTANCE OF 192.79 FEET TO A CAPPED'/" IRON ROD SET FOR THE NORTHEAST CORNER THE HEREIN DESCRIBED TRACT; THENCE SOUTH 01 DEGREES 00 MINU7ES 53 SECONDS WEST A DISTANCE OF 370.51 FEET TO A CAPPED 1/2" IRON ROD SET FOR THE SOUTHEAST CORNER OF THE HEREIN DESCRIBED TRACT AND BEING IN THE NORTHERLY R.O.W. LiNE OF E. MCKINNEY STREET; THENCE NORTH 77 DEGREES 01 MiNUTES 10 SECONDS WEST WITH THE NORTHERLY R.O.W. LINE OF E. MCKINNEY STREET A DISTANCE OF 507.70 FEET TO THE POINT OF BEGINNING AND ENCLOSING 4.024 ACRES OF LAND MORE OR LESS. Contract of Sale Page 18 of 37 s:\legal\our documentslwntracts\111black beaz - contract of sale - final.doc EXHIBIT "B" to Contract of Sale Temporary Lease Basic Terms Effective Date: August 31, 2011 Landlord: City of Denton, Texas Landlord's Address: 215 E. McKinney, Denton, Texas 76201 Tenant: Black Bear Properties, LLC Tenant's Address; 4001 East McKinney Street, Denton, Texas 76208 Premises — As described on Exhibit "A", attached hereto. Term: Through ancl including April 30, 2012 Commencement Date: The Effective Date Ternunation Date; (i) Apri130, 2012; (ii) earlier terrnination of this Lease, as provided herein; or (iii) surrender of the Premises by Tenant to Landlord, whichever is the earlier to occur. Rent: The consideration for this Lease is Ten Dollars and No Cents ($l0.00� Permitted Use: Current manufacturing operation related to the manufacture of cast concrete building products, and office and warehouse related to same, and no other uses. Tenant's Insurance: As required by Insurance Addendum, attached hereto as Exhibit "B" Landlord's Insurance: None Tenant's Rebuilding Obligations: If the Premises are damaged by fire or other elements to the extent the Permitted Use may not continue absent repair, unless the Prernises is repaired by Tenant as provided in Section A.7., below, this Lease shall terminate. Contract of Sale Page 19 of 37 Definitions "Arises." An Environmental Claim or Environmental Cleanup Liability shall be deemed to Arise upon each discrete Release of a Chemical Substance. "Chemical Substances" shall mean any chemical substance or substances that constitute any sort of pollutants, contaminants, chemicals, raw materials, metals, intermediates, products, industrial, solid, toxic or hazardous substances, materials, wastes, asbestos, asbestos-containing materials, polychlorinated biphenyls, or petroleum products, including crude oil or any derived product or component thereof, including, without limitation, gasoline and any material or substance of any kind containing any of the above. "Environmental Claim" shall mean any claim, demand, action, suit or proceeding for the injury, disease or death of any person (including; without limitation, the Tenant, or Tenant's successors, assigns, employees, agents and/or representa.tives), property damage, damage to the environment, or damage to natural resources made, arising or alleged to arise u.nder, or relating to, any Environmental Law. Environmental Claim includes any damages, settlement amounts, fines and penalties assessed or costs of complying with any orders or decrees of courts, administrative tribunals or other governmental entities associated with resolving such claims, demands, actions, suits or proceedings and any costs, expenses and fees, including, without limitation, reasonable attorney's fees, incurred in the investigation, defense and resolution of such claims, demands, actions, suits and proceedings. "Environmental Cleanup Liability" shall mean any reasonable and necessary cost or expense of any nature whatsoever incurred to investigate, contain, remove, remedy, respond to, clean up, or abate any Release of Chemical Substances or other contamination or pollution of the air, surface water, groundwater, land surface or subsurface st�ata, which shall be deemed to include, without limitation, any cost or expense related to any activiTy prescribed or required (including without limitation, those the subject of a settlement) by any governmental agency or other entity with jurisdiction over such matters, related to the operation, occupation, use, maintenance, abandonment or ownership of the Premises, whether such Release, contamination or pollution is located on, within, under or above the Premises or is located on, within, under or above any other lands or property including, but not limited to, any Release of Chemical Substances or other contamination or pollution arising out of or resulting from the manufacture, generation, formulation, processing, labeling, distribution, introduction into environment or commerce, or on site or off site use, treatment, handling, storage, disposal, or transportation of any Chemical Substance. Environmental Cleanup Liability includes, without limitation, any judgments, damages, settlements, reasonable and necessary costs or expenses (including, without limitation, attorneys', consultants, and experts' fees and expenses), which shall be deemed to include, without limitation, any cost or expense prescribed or required (including without limitation, those included in a settlement) by any governmental agency or other entity with jurisdiction over such Contract of Sale Page 20 of 37 matters, incurred with respect to (i) any investigation, study, assessment, legal representa.tion, cost recovery by a governmental agency or third party, or monitoring or testing in connection therewith, (ii) the Premises, as a result of actions or measures necessary to implement or effectuate any such containment, removal, remediation, response, cleanup or abatement, and (iii) the resolution of such liabilities. "Environrnental Law" means any statutes or legal requirements relating to or regulating pollution, worker, employee and occupational safety and health, protection or cleanup of the environment or damage to or remediation of damage to real property and natural resources (including, but not limited to, ambient air, surface water, groundwater, and land surface or subsurface strata) including, without limita,tion, legal requirements contained in the Comprehensive Environmental Response, Compensation and Liabiliiy Act, 42 U.S.C. § 9601, et seq., as amended (CERCLA); the Resources Conservation and Recovery Act, 42 U.S.C. § 6901, et seq., as amended (RCRA); the Superfund Amendments and Reauthorization Act of 1986, Pub. L. 99-499, as amended (SARA); the Clean Air Act, 42 U.S.C. § 7401, et seq., as amended; the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq., as amended; the National Environmental Policy Act, 42 U.S.C. § 4321, et seq., as amended (NEPA); and the Safe Drinking Water Act, 42 U.S.C. § 300f, et seq., as amended; and/or any other federal, state or local laws, statutes, ordinances, rules, regulations or orders (including decisions of any court or administrative body) relating to pollution, worker, employee and occupational safety and health, damage to and protection or cleanup of, the environment, real property and/or natural resources as described above. Environmental Law shall also rnean the Toxic Substance Control Act, 15 U.S.C. § 2601, et seq., as amended (TOSCA), andlor any other federal, state (including, without limita.tion, laws with respect to trespass, nuisance and other torts or similar legal theories which may be applied to establish liability or responsibility for Environmental Cleanup or Environmental Claims) or local law�, statutes, ordinances, rules, regulations or orders (including decisions of any court or administrative body) relating to (i) release, containment, removal, remediation, response, cleanup or abatement of any sort of Chemical Substance, (ii) the manufacture, generation, formulation, processing, labeling, distribution, introduction into environment or commerce, use, treatment, handling, storage, disposal or transportation of any Chemical Substance, (iii) expasure of persons, including agents, contractors and employees of Tenant, to any Chemical Substance and other occupational safety or health matters, or (iv) the environmental hazards relating to the physical structure or condition of a building, facility, tank, fixture or other structure, including, without limitation, those relating to the management, use, storage, disposal, cleanup or removal of any Chemical Substance. "Injury" means (a) damage, harm to or impairment or loss of property or its use, including without limitation, personal property, real property and/or natural resources, and (b) harm to or death of a person. "Landlord" means Landlord and its elected officials, agents, employees, invitees, licensees, or visitors. Contract of Sale Page 21 of 37 "Release" shall mean any spilling, leaking, pumping, pouring, emitting, spraying, emptying, discharging, escaping, leaching, dumping or disposing, in any way, manner or form, of any Chemical Substance into the environment (including, but not limited to, the ambient air, surface water, groundwater and/or land surface or subsurface strata) of any kind whatsoever (including without limita,tion the abandonment or temporary abandonment or discarding of barrels, containers, tanks or other receptacles containing or previously containing any Chemical Substance). "Tenant" means Tenant and its agents, contractors, employees, invitees, licensees, or visitors. Clauses and Covenants A. Tenant agrees to: 1. Lease the Premises for the entire Term beginning on the Commencement Date and ending on the earlier to occur of (i) Termination Date; or (ii) upon surrender of the Premises by Tenant to Landlord prior to the Termination Date. 2. ACCEPT THE PREMISES IN THEIR PRESENT CONDITTON "AS IS," "WHERE IS" AND "WITH ALL FAULTS". TENANT STIPLTLATES THAT IT HAS THOROUGHLY INSPECTED THE PREMISES AND FINDS THAT THE PREMISES IS CURRENTLY SUITABLE FOR THE PERMITTED USE. LANDLORD MAKES NO REPRESENTATION, COVENANTS OR WARRANTIES, EXPRESSED, IMPLIED OR OF ANY KIND OR NATURE CONCEI2NING OR WITH RESPECT TO THE PREMISES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, QUALITY, HABITABILITY, SUITABILTTY, OR FITNESS FOR PARTICULAR PURPOSE OR USE. TENANT STIPULATES TO LANDLORD THAT IT HAS PREVIOUSLY OCCUPIED THE PREMISES AND IS AWARE OF THE CONDITION OF THE PROPERTY. TENANT REPRESENTS AND WARRANTS TO LANDLORD THAT THERE ARE NO CHEMICAL SUBSTANCES CONTAINED OR STORED OR THAT HAVE BEEN RELEASED 1N �R ON THE PREMISES THAT WOULD RESULT IN AN ENVIRONMENTAL CLAIM �R ENVIRONMENTAL CLEANUP LIABILITY. 3. Obey (a) all applicable laws relating to the use, condition, and occupancy of the Premises, and (b) any requirements imposed by utility companies serving or insurance companies covering the Premises. 4. Obtain and pay for all utility services used by Tenant. 5. Pay all costs related to the utilities, of any kind or nature, related to the Premises. 6. Allow Landlord to enter the Premises to perform Landlord's obligations, if any, and inspect the Premises. Contract of Sale Page 22 of 37 7. Maintain the Premises in a good state of condition, normal wear and tear excepted. Notwithstanding the obligation to maintain the Premises, if so desired by Tenant, Tenant may repair and replace any and all parts of the Premises damaged during the Term hereof, in its entirety. In the event Tenant does not desire to repair or replace the Premises, it sha11 be under no obligation to do so but shall immediately surrender the Premises and remit any proceeds or monies attributa.ble to damage or loss of the buildings, structures, improvements and other facilities that are fixtures to the Properly, received by Tenant from insurance coverage required herein to Landlord upon such election. Tenant hereby expressly stipulates that Landlord is not obligated to repair, replace, or maintain, any part or parcel of the Premises, including without limita.tion, roof systems, HVAC systems, wall systems, foundations, windows, and doors. 8. Vacate, in its entirety, the Premises on or before the Termination Date. Tenant shall remove all personal property, trade fixtures and any other property, excepting the buildings, structures, improvements and other facilities that are fixtures, other than trade fixtures, to the Premises (collectively, "TenanYs Personal Property") owned by it from the Premises on or before the Termination Date or earlier ternunation of this Temporary Lease, whichever is earlier to occur, and shall execute a writtan stipulation and acknowledgement on such date (i) expressly stipulating that all such property of Tenant has been removed from the Premises; and (ii) waiving any and a11 rights the Tenant may have to the Premises and such property, 9. INDEMNIFY, DEFEND, AND HOLD LANDLORD HARMLESS FROM ANY DAMAGE OR INNRY (AND ANY RESULTING OR RELATED CLAIM, ACTION, LQSS, LIABILITY, OR REASONABLE EXI'ENSE, INCLUDING ATTORNEY'S FEES AND OTHER FEES AND COURT AND OTHER COSTS) CAUSED BY OR RELATED TO TENANT'S OCCUPANCY OF THE PREMISES, TENANT'S DEFAULT UNDER THIS LEASE AND/OR OTHERWISE OCCURRING IN OR RELATED TO ANY PORTION OF THE PREMISES. 9.A. TO THE FULLEST EXTENT PERMITTED BY LAW, TENANT SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS LANDLORD, AND ITS SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY AND ALL ENVIRONMENTAL CLAIMS AND ENVIRONMENTAL CLEANUP LIABILITY, WHICH ARISE DIRECTLY OR INDIRECTLY FROM OR ARE RELATED TO THE USE, OPER.ATION, MAINTENANCE, OCCUPATION, OWNERSHIP OR ABANDONMENT OF T�� PREMISES (I) BEFORE THE EFFECTIVE DATE, 1NCLUDING WITHOUT LIMITATION, THE ABOVE DESCRIBED EVENTS , CAUSED, OR CONTRIBUTED TO, IN WHOLE OR IN PART, BY TI� NEGLIGENCE OF ANY KIND, TYPE, OR DEGREE, OR FAULT OF LANDLOR.D, ITS SUCCESSORS AND /OR ASSIGNS; AND (II) AFTER THE EFFECTIVE DATE, IF CAUSED OR CONTRIBUTED TO, 1N WHOLE OR PART, BY TENANT. TENANT FURTHER COVENANTS AND AGREES TO DEFEND ANY SUITS OR ADMINISTRATIVE PROCEEDINGS BROUGHT AGAINST LANDLORD, ITS SUCCESSORS AND ASSIGNS, ON ACCOUNT OF ANY SUCH ENVIRONMENTAL CLAIMS OR ENVIRONMENTAL CLEANUP LIABILITY AND TO PAY OR Contract of Sale Page 23 of 37 DISCHARGE THE FULL AMOUNT OR OBLIGATION OF SUCH ENVIRONMENTAL CLAIMS OR ENVIRONMENTAL CLEANLJP LIABILITY INCURRED BY, ACCRUING TO OR IMPOSED ON LANDLORD AND ITS SUCCESSORS AND ASSIGNS, AS APPLICABLE, RESULTiNG FROM ANY SUCH SUIT OR SUITS, OR ADMINISTRATIVE PROCEEDINGS, OR ANY AMOUNTS RESULTING FROM THE SETTLEMENT OR RESOLUTION OF SUCH SUIT OR SUITS OR ADMINISTRATIVE PROCEEDINGS. IN ADDITION, TENANT SHALL PAY TO LANDLORD, AND ITS SUCCESSORS AND ASSIGNS, AS APPLICABLE, REASONABLE ATTORNEYS' FEES 1NCURRED BY LANDLORD, AND ITS SUCCESSORS AND ASSIGNS, AS APPLICABLE, IN ENFORCING TENANT'S INDEMTTIITY PROVIDED HEREIN. 9.B. THE INDEMNITIES CONTAINED IN PARAGRAPHS 9 AND 9A ARE (A) INDEPENDENT OF TENANT'S INSURANCE, (B) WILL NOT BE LIMITED BY COMPARATIVE NEGLIGENCE STATUTES OR DAMAGES PAID UNDER THE WORKERS' COMPENSATION ACT OR SIMILAR EMPLOYEE SENEFIT ACTS, (C) WII.L SURVIVE THE END OF THE TERM, AND (D) WILL APPLY EVEN IF AN INJURY OR DAMAGE I5 CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (BUT SHALL NOT APPLY IN THE CASE OF THE LANDLORD'S SOLE OR GROSS NEGLIGENCE) OF LANDLORD. 10. During the term of this Lease, Tenant will not locate, store or dispose in or on, or release or discharge from (including groundwater contamination) the Premises, any Chemical Substances that could result in an Environmenta.l Claim or Environmental Cleanup Liability. 1 l. Tenant shall, at no cost or expense to Landlord, take all actions necessary to cornply with all Environmental Laws affecting the Premises. 12. Any of Tenant's Personal Property remaining on the Premises after the Termination Date shall be deemed Abandoned Property, as prescribed by Section E.19., below, and may be disposed of by Landlord in any manner prescribed by Section E.19., below, B. Tenant agrees not to: 1. Use the Premises for any purpose other than the Pernutted Use. 2. Create a nuisance. 3. Pemut any waste. 4. Use the Premises in any way that would increase insurance premiums or void insurance on the Premises. Contract of Sale Page 24 of 37 � 7. Change the lock system of the Premises. Alter the Premises. Allow a lien to be placed on the Premises. Assign this Lease or sublease any portion of the Premises. C. Landlord agrees to: 1. Lease to Tenant the Premises for the entire Term `beginning on the Commencement Date and ending on the earlier to occur of (i) Termination Date; or (ii) upon surrender of the Premises by Tenant to Landlord prior to the Termination Date. D. Landlord agrees not to: Interfere with Tenant's possession of the Premises as long as Tenant is not in default hereunder. E. Landlord and Tenant agree to the following: 1. Alterations. Any physical additions, improvements or alterations to the Premises made by Tenant must be consented to by Landlord, in its sole and absolute discretion. 2, Insurance. Tenant will maintain the insurance coverages described in the attached Insurance Addendum during the Term of this Lease and, if coverage is afforded on a Claims Made basis, for three (3) years thereafter, as concerns the Environmental Liability coverage: The obligations provided herein related to the Environmental Liability coverage shall survive the end of the Term. 3, Release of Claims/Subrogation. TENANT RELEASES LANDLORD FROM ANY AND - ALL CLAIMS OR LIABILITIES FOR DAMAGE TO THE PREMISES, DAMAGE TO OR LOSS OF PERSONAL PROPERTY WITHIN THE PREMISES, AND LOSS OF BUSINESS OR REVENUES 1NCIDENT TO, ARISING FRO1V1 OR RELATED TO TENANT'S OCCUPATION OF THE PREMISES. THE RELEASE IN THIS PARAGRAPH WILL APPLY EVEN IF THE DAMAGE OR LOSS IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE, OF ANY KIND, TYPE OR DEGREE, OR STRICT LIABILITY OF THE LANDLORD BUT WILL NOT APPLY TO THE EXTENT THE DAMAGE OR LOSS IS CAUSED BY THE WILLFUL MISCONDUCT OF THE LANDLORD. 4. Casualty/Total or Partial Destruction. If the Premises are damaged by casualty to the extent the Permitted Use may not continue absent repair, unless the Premises is rep aired by Tenant as provided in Section A,7., above , t his Lease will terminate without liability of any kind to Landlord. Contract of Sale Page 25 of 37 5. CondemnationJSubstantial or Partial Taking a. If the Premises cannot be used for the purposes contemplated by this Lease because of condemnation or purchase in lieu of condemnation by a third party, this Lease will terminate. b. Tenant will have no claim to the condemnation award or proceeds in lieu of condemnation. 6. Default by LandlordlEvents. Defaults by Landlord are failing to comply with any provision of tlus Lease within thirty (30) calendar days after written notice. 7. Default by Landlord/Tenant's Remedies. Tenant's remedies for Landlord's default are solely to either (i) enforce the terms of this Lease by specific performance; or (ii) terminate this Lease. THE REMEDIES OF TENANT AS SET FORTH HEREIN ARE SOLE AND EXCLUSIVE AND TENANT WAIVES ANY OTH�R RIGHT OR REMEDY THAT MIGHT BE AVAILABLE. 8. Default by Tenant/Events. Defaults by Tenant are (a) Tenant abandoning or vacating a substantial portion of the Premises without surrendering the Premises to Landlord, (b) Tenant failing to comply, within five (5) calendar days after written notice, with any provision of this Lease other than the default set forth in (a) above, wluch shall require no notice of default to Tenant; (c) Tenant shall become insolvent, or sha11 ma.ke a transfer in fraud of creditors, or shall make an assignment for the benefit of creditors; (d) a receiver or trustee shall be appointed for all or substantially all of the assets of Tenan�t; (e) Tenant shall file a voluntary petition in bankruptcy or admit in wniting that it is unable to pay its debts as they become due; (� Tenant shall apply for or consent to the appointment of a receiver, trustee, custodian, intervener or liquidator of itself or of all or substantial part of its assets; (g) Tenant shall file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization or insolvency proceeding; and (h) any of Tenant's representa.ttons or warranties contained in this Lease are untrue at any time during the Term. 9. Default by Tenant/Landdord's Remedies. Landlord's remedies for Tenant's default are to (a) enter and ta.ke possession of the Premises, after which Landlord may relet the Premises on behalf of Tenant and receive the rent directly by reason of the reletting, and Tenant agrees to reimburse Landlord for any expenditures made in order to relet; (b) enter the Premises and perform Tenant's obligations; and (c) terminate this Lease by written notice and sue for damages. Landlord rnay enter and take possession of the Premises pursuant to the exercise of any right or remedy, without prejudice to any other right or remedy, available to it by law, contract, equity or otherwise. 10. Default/Waiver/Mitigation. It is not a waiver of default if the non- defaulting party fails to declare immediately a default or delays in taking any action. Except as to the sole and exclusive remedies of Tenant, pursuit of any remedies set forth Contract of Sale Page 26 of 37 in this Lease does not preclude pursuit of other remedies in this Lease ar provided by applicable law. 11. Holdover. If Tenant does not vacate the Premises %llowing termination of this Lease, Tenant will become a tenant at sufferance. No holding over by Tenant, whether with or without the consent of Landlord, will extend the Term. Tenant stipulates that its possession of the Premises after the expiration of the Term, as a tenant of sufferance, will cause damage to Landlord in excess of fair market value of rent resulting, in part, due to delays to Landlord construction projects. 12. Lease of Commercial Rental Property. Tenant represents and warrants that the Premises is commercial rental property, as defined in Chapter 93 of the Texas Property Code. 13. Attorney's Fees. If either party retains an attorney to enforce this Lease, the party prevailing in litigation is entitled to recover reasonable attorney's fees and other fees and court and other costs. 14. Venue. EXCLUSIVE VENUE FOR ANY ACTION HEREUNDER IS IN DENTON COUNTY, TEXAS, THE COLJNTY IN WHICH THE PREMISES ARR LOCATED. 15. Entire Agreement. This Lease, together with the attached ea�liibits and addendums, comprises the entire agreement of the parties, and there are no oral representations, warranties, agreements, or promises pertaining to this Lease or occupation of the Premises. 16. Amendment of Lease. This Lease may be amended only by an instrument in writing, duly authorized and signed by Landlord and Tenant. Notwithstanding anything to tha contrary herein, the authority to amend this Lease by Landlord is not delegated by the City Council of Landlord. 17. Limatation of Warranties. THERE ARE NO IMPLIED WARR.ANTIES OF MERCHANTABILITY, QUALITY, SLTITABILITY, HABITABILITY, FIT'NESS FOR A PARTICULAR PURPOSE, OR OF ANY OTHER KIND ARISING OUT OF THIS LEASE, AND THERE ARE NO WARRANTIES THAT EXTEND BEYOND THOSE EXPRESSLY STATED IN THIS LEASE. 18. Notices. Any notice given by one party to the other in connection with this Lease shall be in writing and shall be sent by certified mail, return receipt requested, with postage fees prepaid, or via facsimile as follows: A. If to Landlord, addressed to: City Manager 215 E. McKiuney Denton, Texas 76201 Contract of Sale Page 27 of 37 Fax No. 940.349.8596 w/copy to: Paul Williamson Real Estate Manager 901 A Texas Street Denton, Texas 76209 Fax No. 940349.8951 B. If to Tenant, addressed to: Black Bear Properties, LLC Atfn: Gene Niblett 4001 East McKinney Street Denton, Texas 76208 Fax No. 940.898.091$ Notice shall be deemed received for all purposes when placed in the United States mail, as set forth herein, or when delivered by telephonic facsimile to the other party at the facsimile number(s) provided ahove. 19. Abandoned Property. Landlord may retain, destroy, or dispose of any property, of any kind or type, including without limitation, Tenant's Personal Property left or remaining on the Premises after the Termination Date ("Abandoned Property") without liability of any kind to Landlord and without payment of consideration of any kind to Tenant. In the event Landlord sha11 elect to store said Abandoned Property, Landlord may store such Abandoned Property in the name and at the expense of Tenant. 20. No Broker. Tenant represents and warrants Landlord that it has not contracted with or otherwise retained any broker or any other third party related to this Lease to whom any commission or other fee may be payable. 21. Authority af Tenant. Tenant represents and warrants to Landlord that it has taken all actions necessary to authorize the party executing this Lease to bind, in all respects, Tenant to all terms and provisions of this Lease, and that such person possesses the authority to execute this Lease and bind Tenant hereto. 22. Delegation of Authority. Except as otherwise expressly provided herein, any action that is to be or may be taken by Landlord under this Lease is hereby delegated by Landlord, pursuant to approval of tlus Lease by City Council of Land�ord, to the City Engineer of Landlord, or his designee. TENANT: BLACK BEAR PROPERTIES, LLC., a Texas limited liability company By:1�1IBSTONE MANAGEMENT, a Texas limited liability company, Manager : Contract of Sale Page 28 of 37 GENE NIBLETT, MANAGER Contract of Sale Page 29 of 37 ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF DENTON § This instrument was acknowledged before me on this day of , 201 l, by Gene Niblett, Manager of Nibstone Management, a Texas limited liability company, Manager of Black Bear Properties, LLC., a Texas limited liability company, on behalf of said limited liability company. Notary Public, State of Texas My commission expires: T CITY OF DENTON-LANDLORD � GEORGE C. CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY : APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY : Contract of Sale Page 30 of 37 5TATE OF TEXAS COUNTY OF This instrument was acknowledged before me on this day of , 201 l, by George C. Campbell, City Manager of the Ciiy of Denton, on behalf of the City of Denton. Notary Public, State of Texas My commission expires: Contract of Sale Page 31 of 37 EXHIBIT `�A" to Temporary Lease 4.024 ACRES BEING ALL THAT CERTAIN 7RACT OR' PARCEL OF LAND SITUATED IN THE CITY AND COUNTY OF DENTON, STATE OF TEXAS AND BEING IN THE M. FORREST SURVEY ABSTRACT NUMBER 417 AND BEING PART OF A TRACT OF LAND DESCRIBED IN A DEED FROM D.B. BOYD AND WIFE, MARIE BOYp TO TRQY D. GLENN AND SYLVA JO GLENN AS RECORDED IN VOLUME 389, PAGE 144 OF THE DEED RECORDS OF DENTON COUNTY, TEXAS, AND BEING A PART OF A TRACT OF LAND DESCRIBED AS FIRST TRACT AND SECOND TRAC7 AS DESCRIBED IN A bEED FROM JOHN d. FREEMAN AND WIFE, EVELYN FREEMAN TO TROY D. GLENN AS RECORDED IN VOLUME 1765, PAGE 964 OF THE REAL PROPERTY RECORDS OF DENTON COUNTY, TEXAS, AND BEING PART OF A TRACT OF LAND DESCRIBED IN A DEED FROM MATTIE IRENE CARPENTER TO TROY D. GLENN AS RECORDED IN VOLUME 1108, PAGE 608 OF THE DEED RECORDS OF DENTON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A CAPPED %Z" IRON ROD SET FOR THE SOUTHWEST CORNER OF THE HEREIN DESCRIBED TRACT AND BEING IN THE NORTHERLY R.O.W. LINE OF E. MCKINNEY STREET AND THE EAST LINE OF MAYhIILL ROAD; THENCE NORTH 00 DEGREES OS MINUTES 57 SECONDS WEST WITH THE EAST LINE OF MAYHILL ROAD A DISTANCE OF 305. 69 FEET TO A CAPPED %Z" IRON ROD SET FOR THE NORTHWEST C�RNER OF THE HEREIN DESCRIBED TRACT AND BEING THE SQUTHWEST CORNER OF A TRACT OF LAND DESCRIBED IN A DEED FROM MARINE PLASTICS, INC. TO CARL L. BEAUCHAMP AND WIFE, DONA J. BEAUCHAMP AS RECORDED IN VOLUME 3375, PAGE 893 OF THE REAL PROPERTY RECORDS OF DENTON COUNN, TEXAS; THENCE SOUTH 89 DEGREES 78 MINUTES 16 SECONDS EAST WITH SAID SOUTH LINE A DISTANCE OF 314.31 FEET TO A CAPPED'/" IRON ROD FOUND FOR THE SOUTHEST CORNER OF SAID BEAUCHAMP TRACT; THENCE SOUTH 01 DEGREES 00 MINUTES 53 SECONDS WEST A DISTANCE OF 2.00 FEET TO A CAPPED 1/2" IRON ROD SET FOR THE NORTHWEST CORNER OF SAID (VOLUME 1765, PAGE 964, SECOND TRACI)� THENCE SOUTH 76 DEGREES 56 MINUTES 22 SECONDS EAST WITH THE NORTH LINE OF SAID SECOND TRACT PASStNG AT 111.00 FEET THE NORTHEAST CORNER THEREOF AND CONTINUING ON SAID COURSE A TOTAL DISTANCE OF 192.79 FEET TO A CAPPED %" IRON ROD SET FOR THE NORTHEAST CORNER THE HEREIN DESCRIBED TRACT; tHENCE SOUTH 01 DEGREES 00 MINUTES 53 SECONDS WEST A DISTANCE OF 370.51 FEET TO A CAPPED 1/2" IRON ROD SET FOR THE SOUTHEAST CORNER OF THE HEREIN DESCRIBED TRACT AND BEING IN 7HE NORTHERLY R.O.W. LINE OF E. MCKINNEY STREET; THENCE NORTH 77 DEGREES 01 MINU7ES 10 SECONDS WEST WITH TWE NORTHERLY R.O.W. LINE OF E. MCKINNEY STREET A DISTANCE OF 507.70 FEET TO 7HE POINT OF BEGINNING AND ENCLOSING 4.024 ACRES OF LAND MORE OR LESS. Contract of Sale Page 32 of 37 Exhibit "B" to Temporary Lease Insurance Addendum Tenant shall procure and carry, at its sole cost and expense during the term of this Lease and as otherwise may be provided in this Lease, insurance protection as hereinafter specified, in form and substance satisfactory to Landlord, carried with an insurance company (or companies) authorized to transact business in the state of Texas, covering all aspects and risks of loss of all operations in connection with this Lease, including without limitation, the indemnity obligations set forth herein. Tenant shall obtain and maintain the following insurance coverages in full force and effect during the term of this Lease, and if coverage is afforded on a Claims Made basis, for three (3) years thereafter as concerns the Environmental Liability Caverage: Commercial General Liabilitv: Per Occurrence Limit: Aggregate Limit: $1,000,000 ��,000,000 Business Automobile Liability (providing coverage for owned, non-owned and hired automobiles): Per Occurrence Limit Aggregate Limit: Property Insurance: $ 500,000 $1,000,000 All risk property coverage on all buildings, attachments and improvements, including the contents of all buildings, attachments and improvements. Contract of Sale Page 33 of 37 Environmental Liability Per Occurrence Limit: Aggregate Limit: $1,000,000 $2,000,000 The Landlord sha11 be listed as an Additional Insured with respect to the Commercial General Liability and Business Automobile Liability and shall be granted a waiver of subrogation under both policies. The Landlord shall be listed as an Additional Insured and Loss Payee with respect to the Environmental Liability Coverage and a Loss Payee with respect to the all risk property coverage. Tenant will provide a Certificate of Insurance on or before the Effective Date of this Lease to the Landlord as evidence of coverage. The Certificate will provide 30 days notice of cancellation. A copy of the additional insured endorsement and waiver of subrogation attached to the policy will be included in the certificate. All insurance carriers must be admitted to do business in the state of Texas and have an AM Best's Rating of A-VII or better. All policies should be written on an occurrence basis. If a policy is written on a "claims made" basis the Tenant shall provide evidence of continued coverage, or "tail coverage" for a period of three (3) years following the expiration of this Lease. Contract of Sale Page 34 of 37 NOTIICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSQN, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFO�MATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL a��+��"1��`"��"ir� �"l:�l''��+:�'�� OR Y UR DRIVER'S LICENSE 1o1UMBER ��'�.'�" Q `��, �'��'� ��w��'��°�� F �� K � "�'�� °� �� s� � � �� GENERAL WARRANTY DEED �°� �„� �� ,� � �� <�„�� '°� .� ��4�� M�� STATE OF TEXAS § m �" ��"�'� �� ; � . � . ; �. That Black Bear Properties, LLC, a Texas liinited liability company (herein called "Gran�or"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.0,0), and other good and valuable consideration to Grantor in hand paid by the CITY OF DENTON, TEXAS, a Texas Home Rule Municipal Corporation (herein called "Grantee"), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY unto Grantee, all the real property in De�ton County, Texas being particularly described on Exhibit "A", attached hereto and rr}ade a part hereof for all purposes, and being located in Denton County, Texas, togeth'er with any and all rights or interests of Grantor in and to adjacent streets, alleys and r}ghts of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances thereto (collectively, the "Property"). This conveyance is subject to the following: (i) Easement executed by D. S. Carpenter, etal to Texas Power & Light Company filed May 19, 1936, recorded in Volume 256, Page 495, Deed Records of Denton County, Texas; I(ii) Easement executed by Troy Glenn to Texas Power & Light Company filed July �4, 1972, recorded in Volume 650, Page 651, Deed Records of Denton County, Texas. (iii) Undivided 1/2 interest in Oil, Gas and other Minerals reserved in deed from D. S. CARPENTER to R. M. MILLS and wife SUSIE MAY MILLS filed March 1, • _ � .� # . � .,'. * �-- - � � • �- • � - •i . - r, - . � � . . �� • - �� - . � -� - • s �� . �..� w �, ... . � • . .. .,� ,, • � � r-� � - • i' ' ;- � �--� ' - • s �. a � ' - . , - � - . � � • � w t� •. . . _. . � . � �� . .. . �',. � � '� �. � � � � '. � �'�. R � �� •1 �� i ;.. ,.'.,i . ' ' ..: ' ' .... � + w � ' '.....� � � ' �; ., , ., • � . } .., # l � !. , . ..., � '. �.... * � ��. ��. .:.. �' �' # ' . � : � � ' � ', � �' ' ' . • � =' . � f' ! • ' - # � . . f ! '• � � � • �' •• .� � � � '� � ' � � . � � •�� # � � � � ' � � � �� ' ' ! � � � � ! • • �' � � ' • � � (viii) Protrusian of fence and debris pile along the North boundary line as shown on survey prepared by Paul Justin Whitlock, PLS No. 6243, dated August 25, 2011. ' � • � + - � - � - - . r� • _ � � _ �• - . -� • ., !� . r r, � � ; �. - � � : 1 � ' ' �' � � � . � ��' ,�+' ' . . ,• ., , . . and appurtenances thereto in anywise belanging unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and assigns to WAR NT AND FO VER DEFEND all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. C�/ da of � ��'�� ';�� EXECUTED the �, y ---- , 2011. �, , � � . . . # ' " , . ,, �� - � , . � s • . �� : : • ' ' .; •r � • •. . � �""��µp �� "" � � �m _, � �� BYe �� »��.,, � ,� �' ---�- -_ __ � � . ... .�m _. GENE NIBLETT, MANAGER General Warranty Deed Page 2 oF4 � • � # � w �: , � -�«,� �. � . . � , � � � � . . � . • �;, � � � i �� , - - , - �, � � � . �- � : . �., • � . . ,, - , . .� � � r. . � . � .r � �. �� ::��. . � `�u��. «a� �� 9"�N��iw� �,1�u�s�� i��d��a � �l�r �;iNNI��'�9��v9��11Y��1��M�� ,� '�� yuu�ti� �� ;��°� ��:��,.-: ��. ,. ��" � � � �,��"�.�_ �` N��'�� blic, State ��' Texa � �m.. � � � .. � ___ _ u l s-- y ��,��tt�.�.��t��i�:�a�� expires: �- i ., I` � �� . � � 11 �. 1 1 1 1' l � � � � :� • � �• ■ • � � i � � : . � :� ' 1 � � �; � � �; r-- � • � ' � r � s i � � � • (��: . � Ii � � ! � ..: � / • R', ! ,,. � � . 1 1 ��. � r �:- r � ��: � : �� • ....... . • ► ^: l ��...... � �. • � • .. � • � � • ± � • r , f ' � : � � • ,I� � s � � � • � • ' • . � � � � � ' �+• • • � �i � � � � ! � 11 � - � 1 : • � � � ' �. �' �i � � 1 � • 1 � ,1� • : r � � •a �I - r • � ` � � � � �:� � s_� • �- � �•� • �- 11" .��11 •r• � • � • � � � �-� � • �. • e• r; „� � r 1 r'; � � . � ■ : � � • • e • r; a a •� • � � 'I� �: u � �. � • w ; � • i � � a •i; r • - - � • � � �'�•• � I;: .•- .1: l�� • • • 1 1;" �•�; 11; - -� a �� ' ! 1 � . � � • � ; � � � • i � • � • . � � r �• r r • • � 1 - • � : � - � � � - • � � � r �. •; � . . � �t � ,�s:r � ' • r • • • 'i • • � � 1 • ! � •�;': : #1 • � :� . �i - �i 1 ' f:i • . ,��•1 � ., �� : .. � � , f . _ . :; �, . � � r' � . � � l 'I • . : • 1 I � �l • , � �; � � �; � r 1 f • • � '� r; 1 • i • • w � � � � � �-��w ��Gj"��1,S�N f,� �� ° Wa.:�� ,��"�:: .. ��i. ��.s��a wHir�ocK °� � �.�;�! �Y 1 r� . � � �� . � �r" c�,� � � � ��„ � �,��,�� 4� L1i�`�`� �� »� """'-*,. „� ��.;� �"��'"'� ,r � .., ^;��d � "'��,..� . ��.��C�m H � ! II r ��r�t�r�, ix 7�20� ! , �� r�� ro �.Ma�rr��r � I t� t ro 1m � r o t 1, 1 r� � �K,,K, ;,.� � �, � �« ,� �, � �, a�,,� � �w Tc�t�l ��ordir��; �7.00 �� `� ��, �� u.. a . � � �.n, :� �.�«. s�-� . a, ��,�, .,- , , � s� , .-' :w,: +r � +-' : ; ��" 2:- �� w, .t �� r a � ��.,� �.r .�:-�::,� �:;..,.; : ;`. .- , ,: , � , �. , ;� � �� / �� .. , ,` Ai- .. ' �! : � : : ��' , ; ",� ` �" ,:,X F .. ,� , ,� „�w4 w� �ry a ; „ x fli , � k/ .'« � �; �� '� �. � : . ' �,? . . :1;� �� ;� F: x;> � � , ,,; ��'s, �� rJ, � � , �� p .,�� 'U// I�� i �� I �,M � 4 �� « �� „�� „�� "� �wi'� DATE : November 18, 201 1 GFNO: 111741 TO : CITY OF DENTON, TEXAS, a Texas Home Rule Municipal Corporation 901-A TEXAS STREET DENTON, Texas 76209 RE : Owner's Title Policy (Texas Form T-1) regarding the property described in the above referenced file as M. FORREST SURVEY, Abstract #417, Denton County, Texas and being commonly known as 4001 E MCKINNEY ST, DENTON, TEXAS 76208 ("Property"). We are pleased to enclose an Owner's Title Policy No. 91143-7465 from TITLE RESOURCES GUARANTY COMPANY, issued in connection with the purchase of the properry described in the Title Policy. The enclosed Title Policy is an important legal document, so please safeguard it with your other important papers. TITLE RESOURCES appreciates the opportunity to be of service to you and hope that you will remember us should you have a future need for the services of a title company. Please call if you have any further questions or if we can be of further assistance. Thank you again for letting TITLE RESOURCES help you with the purchase of your properry. Gail Green Policy Processor gai I@trnt.net �� Enclosure �' , �� '�`�y ; ��, : � P� ,� ; , ,� 1 . � �� . v; � �� 525 South Loop 288 Suite #125 * Denton, Texas 76205 '� Office (940) 381-1006 * Metro (940) 243-2913 * Fax (940) 898-0121 ,��.. � m .... _. .... _ .�. File No 111741 Polic No. 91143 - 7465 Premium: $6,128.35 ��m..�m ..�_�. �.�..��mN��Y �. �_.�.��,�.....__��... ��_ _�.. .. .._ � OWNER'S POLICY OF TITLE INSURANCE Issued by Tit e esources Guaranty Co pany Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, TITLE RESOURCES GUARANTY COMPANY, a Texas corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from: (a) A defect in the Title caused by: (i) forgery, fraud, undue influence, duress, incompetency, incapacity or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired or otherwise invalid power of attorney; (vi) a document not properly filed, recorded or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachmenY' includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. (d) Any statutory or constitutional mechanic's, contractor's, or materialman's lien for labor or materials having its inception on or before Date of Policy. 3. Lack of good and indefeasible Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to: (a) the occupancy, use or enjoyment of the Land; (b) the character, dimensions or location of any improvement erected on the Land; (c) subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking b,y t� g�sv�rr°mmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being va��R�� atha�r than as stated'in Schedule A or being defective: (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency or similar creditors' rights laws by reason of the failure of its recording in the Public Records: (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. �" � w„ . ��4r " K p �� T��le Resotirces Guarcr�:l�� Coinpar�� ,, i i I m� � � �i ,�r+�,�✓�" r !� � � p y "� ��;s��'V�_µ;�� d � �;'�� aPtl �'�� BY 0'��'��,.�r..� �"�d""��?�'t'"�'�"�'�e l , � ...�... ..,�„ �,. m,a.,. ; t� om��° _ .,..e,...�, . Ane'ti,itP� au,=��, I Signalure � � Execulwe Vice 4�Y��,r:li,ril � �� . �� J� � � a680U1�88 �.Ci � � �,� �,�" � r � �'� � � �� ° '� � '. r � r � �".,d�'� �� 1�$ ... r��ro� �� ,��, .......�. ��n� .. Form T-1: Owner�S Plnwy vi � n !+� � �c iy � a�a�1 �@11�'Qilr � % ; 1 � Effective 2/01/2010 , TLTA T-1 NE 'S P LICY (2/1/10) ��-�f"�f"�'�.�N� 1�,1V��.T1��,`�:a�� T.�,�t�.�"��` �"��11�1��,..�� ;��1��1J�� , . � � � �� - � ' � �. � � �� r . ile No.: ] 11741 �ar9a�y iiV�.: ��➢ ��.:�...7��> "ll� � �"�I,�II� �Y�111��:;��1��'�� "'��Illl:.l��l��u.�„�� "'� "�1�F�� ll'��'�' t f I s r ce: $940,0OO.Od Date of Policy: August 31, 2d11 1. e fIsre: CITY OF DENTON, TEXAS, a Texas ome ule Municipal Co oration 2. The estate or interest in the Land that is insured by this policy is: � 3. Title is i s re as veste i: CITY OF ENTON, TEXAS, a Texas ome Rule unicipal Co oration . e referre to i t is licy is escri e as f lla s: ' � � �� . , . �� 1��r�m��uw ��, fl ��.�`� A'`u�� Tda�.:' n I R"Y�, Il �a�,�#�° II av1P �r �h$,.�.�,.��4,......-.�....8 �.`�rr�u�;u•,�yll"a�Vi�y l�"�_,'7�",�. 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"�w�"rc��°� %�^$W;� kC� w�l �°�d''wd�' ¢i@ T�@�1c��', �"� �k�a�i�7l�r�t;" i,k� "��' r"� �I��'� �� 'a��;�� r'aa�" ��",� "A'�+w�1�4� �+`:�P" �N�r; �'�c�d��`a`�'�;::fi�; ��w�u�n�� o� �..�'�� f�°� �ir��. Policy No.. 91 143-7465 ♦ -� ♦ f '�' , . - � � . • . .��. ♦ '•� ♦ + . � � * � * � , _,. . ., � _ * .. w�� ` ♦� �� . � �� ,1 � � ' . II�N°��ul'��V'�� Il.w��,��i�.�� I��'�Iln��il��u��+��u��uu�� w�w�n��"��u�;u'�U� Il�n� ��u�ll� Wu��u��,. � � � �� tl y��'�� Q.II u�� ':�u�' ��IIIII��III�� ,��u�� u�� riW��a�a� '� �� i��M°�� i�i�'' IIV�� u""m°�� II�,�� r � � � u�� r� �� w �p � y�Y VI��M� i^0'IhN � II�:N!I''h� IG�IG "mll,'V" n �"�" 4� ��n '°ViaV'iP,!IV"II� � ' ��di�b�� Nu�P„; u"�unu��ll��u u� nu�if:�ul'-�y�di"r��u�0 11`ur�f,g,�rr i�e.�uu.uuu� II��N: �urc�u� �.e � .u��0. u Im��u��,, �. . �w.�..uu�uu ' .uui umr su�� .�,� �oh��:u�� V��u�� u�U� �� u ul:��a��uuu �ul �u-:: ��.�!s ��u�� Il�i��uu"i��a��' �u� Vn��u~u�'�II u� nd��p� ��w �u�.µuuu ww��'��°��V�ilu�r� Ik��.��W �,��.��u u��!� . u�� C;p� u�u��u�°,�� p�, u:`��im�� :��tiii.uV u�� rr��u N��ii.pV^W"�'inu uu�Il�u�u��ii��u�p�uu�r.n��V �N�rou��,� oi;.�+�m��Vn�V��9fu��um p+u��up.j��w�� u�.um�'� �ll�ru�� u..n�i°�` �inNu��.�r�i��:��n �uu��b��i �N ii'a�n��. ��V n�.0 �� ul'��^ ��i� V ud ��`�� ull2; I��s.: V � �"T�& L �s�.��N �" «d" �d ��a ��,M.��f�..._•�'.,..� �,,,�?"up'ph'��`��i ��.'b�G�:�f TLTA T-1 OWNER'S POLICY (2/1/10} f'olicy Nc�.: 91 143-7465 'I'I�'�.,�+ �Q�� "�`� �; �� I� � � � � �� This policy does not insure agalnst loss or damage (and the Company wi13 not pay costs, attorneys' fees or expenses} that arise by reason of the te s and conditions of the leases and easements, if any shown in Schedule A, and the following matters: - � w � - - r - . • - • , - -� .. • . • r. . _ . ►- � - w � _ �,��. • •. � - - -�� -r � �- - -�� .+• ; # - -. • ♦ � •�- • • • � , , # , •► - � ., _� 4. Any titles or rights asserted by anyone, including but not lirnited to, persons, the public, corporations, gove ents or other entities, a. to tidelands, ar lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, lfs or oceans, or b. to lands beyond the line of the harbor or bul ead lines as established or changed by y gove ent, or c. to filled-in lands, or artificial islands, or d. to statutory water rights, including riparian rights, or e. ta the area extending from the line of inean low tide to the line of vegetation, or the right of access to that area or easement along and across that area. . � � �- - , � , : . _ ► , . , • � - -, � . � � -� ,_ � - . �� ► � - � - . -� , w . � � - -� �� r ,� . � + , � # �� r # - . �� - ;�� , � - , � . - s • - � r � • - . - ♦ , - - • • • -, r- . - • , - �, # � . -��; � ► ' � � � � � • ♦�' �- • •�- � �- -� �� _. . -�� - . �. , ♦ • � '� • . • - � � - � �'�� • � � , - �� , w�� . ` � � • ` ' . �� : • •�� '� - :�� - � - � _ � �� . � , _ � � - � �- - -� • . � � � i;. ' ' i' ! � - �� ! �' # ' f w�' _ ' ` �• #,. ' * * � ��• , �' � - . 1♦ 1. ' � � •, _ . � �+ �. r � � * � ; �� '�' � � � . f . ;. . � - '-� 1 i� � r � �� ■ � � � . R � � R �, ! �� -� . • •; 1 ^ � f'1 �, _ � �,r. �� ''1 R" � i � 1 � � � ' i � � . . � . � . �� f � i ` 1 .� �1 ' 1 1 ' '� I,� � Is I � f �� 1 �,� 1� ' 1 � i �- ! ' ' ' _ . 1 � r � � � � * • * � R � . � I • ' � �— � ^ � � �. ' � �--� r � �, A * �' ! � i "��.. i=, I 1' •� ��I f "� I #� � I� ' I , f 1 ��i 1'� 1 ��# ` ��sl I I 1! 11 i l' I �# � 1 f , 4 F'ile Na.: I 1 1741 f'age 3 af` 4 os r•�,m�—'r-1 o,�n��°s ��rioy TLTA r-i owrr�R9s POLicY (2iiiio) �a�1n�y IV�.: �)1.1 �3-'74�s5 'nes in the sa e relative position to any a jacent roa if and w en t e roa is widene in the future", wi t of ease ent an /or rig t of way nat defined y instru ent er survey by aul Justin itlock, LS No. 6243, ate August 25, 2011) . � �-r - - • . , w . - - . - - -� r--� � � . .. . � . . � . , .� ,, � _ � �.� w _ * ..+- � • �--� ' - � � � !- � � - . - r , � -- ��w -� �� -� --� r.,�,��•c �� - r �-� . _ � , . � � � . , � - -� r - . �--� • �' � � � r � r � � � � _� . _ � •-� � ' �� . �"- i /--� � - � � � /'- � � ' , - � :. � ' " •, " '� � ;-� _ ' ' * . � ;!, � • , 1 ' 1 1 1 1 1 � � � ' ' , � .. , . £ Subject ta terms and conditions of Boundary Line Agreement by and between MILDRED MO S and TROY GLENN and SYLVA JO GLENN, filed September 30, 1986, recorded in Valume 1991, Page 176, Real Property Records of Denton County, Texas. g. Protrusion of concrete drive along the South boundary line as shown on the survey by. Paul Justin itlock, RPLS No. 6243, dated August 25, 2011. h. Over head utility lines and poles in place as shown on the survey by Paul Justin Whitlock, LS No. 6243, dated August 25, 2011. i r , .� , -�' � � • • � - _ , w �-r � - . • � - � r♦ �, - . � w - � -�. -� �' '. • '' � • ' �. -� � � ! 1� , i ' i �;� , �r �, ,� •� r; � � i• � rr• � �• �•, �: •�; .�'I � i� ;i�, • t�> • a ��. .� ', � .� , -a � -. � � � � � � � . - � - � - - .; �w �. : , ♦ � _ � _�� _� � .� � . . � r � �. -� ` � 1' l�i�c; PVc�.: V 11741 ll'a�e �& �rf" B d18 "ll"➢:."�A. 'p'...1 �1tvn�r's Pal�cy L I The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses that arise by reason of: (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning} restricting, regulating, prohibiting or relating to: (i} the occupancy, use, or enjoyment of the Land; (ii} the character, dimensions or location of any improvement erected on the Land; (iii) subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances or governmental regulations. This Exclusion 1(a} does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b} does not modify or limit the coverage provided under Covered Risk 6. �+y * .� . �� . � s�� s � r • �■ - ,s�^ � � s*� -� �� _ _ • �� K Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the Insured Claimant; (b} not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an fnsured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e} resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. Any claim, by reason af the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is: (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Cavered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. 6. The refusal of any person to purchase, lease or lend money an the estate or interest covered hereby in the land described in Schedule A because of Unmarketable Title, ITI 1. D FINITION OF TER S. The following terms when used in this poficy mean: (a) '°Amount of Insurance": the amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b}, or decreased by Sections 10 and 11 of these Canditions. (b} '°Date of Policy": The date designated as "Date of Policy'° in Schedule A. (c) '°Entity": A corporation, partnership, trust, limited liability company or other similar legal entity. (d} "Insured": the Insured named in Schedule A. (i) The term "Insured" also includes: (A) successors to the Title of the fnsured by operation of law as distinguished from purchase, including heirs, devisees, sunrivors, personal representatives or next of kin; (B} successors to an Insured by dissolution, merger, consolidation, distribution or reorganization; (C) successors to an lnsured by its conversion to another kind of Entlty; (D} a grantee of an Insured under a deed delivered without payment of actual vafuable consideration conveying the 7itle; (1 }!f the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured, (2) If the grantee wholly owns the named Insured, (3) If the grantee is wholly-awned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly- owned by the same person or Entity, or (4) If the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B), (C) and (D} reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessorinsured. (e) "Insured ClaimanY': an Insured claiming loss or damage. (f} "Knowledge" or °'Known": actual knowledge, not constructive knawledge or notice that may be imputed ta an lnsured by reeson of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "Land": the land described in Schedule A, and affixed improvements that by !aw constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this nolicy. (h} "Martgage": mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (i) "Public Records": records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. Q) '°Title'°: the estate or interest described in Schedule A. (k) "Unmarketable Title'°: Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be refeased from the obligation to purchase, lease or lend if there is a cantractual condition requiring the delivery of marketable title. �' �► + ► ::► Form T-1: Owner's Policy ofTitle fnsurance (For Use Only in Texas} Iliiiifff�c;kiv� �/�1l2P�1U The croverage of this policy shall continue in force as of Date af Policy in favor of an Insured, but only so long as the Insured retains an eskate or interest ° in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured af either (i) an estate or interest in the Land, or (ii) an abligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAI ANT. The Insured shall natify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) below, or (ii} in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause lass or damage for which the Company may be liable by virtue of this policy. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the fnsured Claimant under the policy shall be reduced to the extent of the prejudice, When, after the Date of the Policy, the Insured notifies the Company as required herein of a lien, encumbrance, adverse cfaim or other defect in Title insured by this policy that is not excluded or excepted from the coverage of this policy, the Campany shall promptly investigate the charge to determine whether the lien, encumbrance, adverse claim or defect or other matter is valid and not barred by law or statute. The Company shall notify the Insured in writing, within a reasanable time, of its determination as to the validity or invalidity of the Insured's claim or charge under the policy. If the Company concludes that the lien, encumbrance, adverse claim or defect is nat covered by this policy, or was otherwise addressed in the closing of the transaction in connection with which this policy was issued, the Company shall specifically advise the Insured of the reasons for its determination. If the Company concludes that the lien, encumbrance, adverse claim or defect is valid, the Campany shall take one of the following actions: (i) institute the necessary proceedings to clear the lien, encumbrance, adverse claim or defect from the Title as insured; (ii) indemnify the Insured as provided in this policy; (iii} upon payment of appropriate premium and charges therefor, issue to the Insured Claimant or to a subsequent owner, mortgagee or holder of the estate or interest in the Land insured by this policy, a policy of title insurance without exception for the lien, encumbrance, adverse claim or defect, said policy ta be in an amount equal to the current value o4 the Land or, if a loan policy, the amount of the loan; (iv) indemnify another title insurance company in connection with its issuance of a policy(ies) of title insurance without exception for the lien, encumbrance, adverse claim or defect; (v) secure a release or other document discharging the lien, encumbrance, adverse claim or defect; or (vi) undertake a combination of (i) through (v) herein. 4. PROOF OF LOSS. In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. dEFENSE ANd PR08ECUTION OF ACTIONS. (a) Upon written request by the Insured, and subject to the options contained in Sections 3 and 7 of these Conditions, 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 covered by this policy adverse to the fnsured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the fnsured to object for reasonable cause} to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained in Sections 3 and 7, at its own cost, to institute and prosecute any action or proceeding or ta do any other act that in its apinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. 7he exercise of these rights shall not be an admission of liabflity or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c} Whenever the Campany brings an actian or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction and it expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. 6. DUTY OF lNSURED CLAIMANT TO COOPERATE. (a} !n all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding ancl any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i} in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii} in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liabflity or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b} The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reporfs, e-mails, disks, tapes, and videos whether bearing a date before or after Date af Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in this subsectian, unless prohibited by law or governmental regulatian, shall terminate any liability of the Company under this policy as to that claim. (c} If the Insured demands that the Company accept a settlement offer that is not greater than the Amount of Insurance or if the Insured expressly agrees that a settlement offer should be accepted, the Company has a right to be reimbursed if it has timely asserted its reservation of rights and notified the lnsured that it intends to seek reimbursement if it pays to settle or defend a claim that is not covered by the policy. 7. OPTIONS TO PAY dR OTHERWISE SETTLE CLAIMS; TER INATION OF LIABILI7Y. Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 2/01/2010 In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of fnsurance To pay or tender payment of the Amount of fnsurance under this policy together with any costs, attorneys' fees and expenses incurred by the Insured Claimant that were authorized by the Campany up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to meke the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) Ta Pay or Otherwise Setkle With Parties C7ther than the Insured or With the Insured Claimant. (i) to pay or otheiwise settle with other parties for or in the name of an Insured Claimant any claim insured ageinst under this palicy. In addition, the Company will pay any costs, attorneys' fees and expenses incurred by the fnsured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred by the fnsured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b}(i) or (ii), the Company's obligations to the fnsured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY. This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered lass ar damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of: (i) the Amount of Insurance; or (ii) the difference between the value of the 7itle as insured and the velue of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 3 or 5 and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10%, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) fn additian to the extent of liability under (a) and (b), the Company will also pay those costs, attarneys' fees end expenses incurred in accordance with Sections 5 and 7 of these Conditions. 9. LI ITATION OF LIABILITY. (a) !f the Company establishes the Title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the Land, all as insured, or takes action in accordance with Section 3 or 7, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss ar damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Campany's consent, the Company shall have na liability for loss or damage until khere has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for lass or damage to the Insured for liability voluntarily assumed by the lnsured in settling any claim or suit without the priar written consent of the Company. 10. REdUCTION OF {NSURANCE; REdUC7fON OR TERMINATION OF LIABIL{TY. All payments under this palicy, except payments made for costs, attorneys' fees and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LfABILITY NdNCUMULATIVE. The Amount of fnsurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the lnsured has agreed, assumed, or taken subject or which is executed by an Insured after date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAY ENT dF LOSS. When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 90 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT. (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claiment has against any person or property, to tl7e extent of the amount of any loss, costs, attorneys' fees and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If e payment on accaunt of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBIT TION. Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"}. Except as provided in the Rules, there shall be no jainder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured, unless the Insured is an individual person (as distinguished from an Entity). All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the awerd rendered by the Arbitrator(s) may be entered in any court of competent jurisdictian. �- s • '# -• _ •" -� Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) �rfeckive ?/01(?010 (a} T�is policy togefher with ell endorsercrents, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole, (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim, shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy or (iv} increase the Amount of lnsurance. Each Commitment, endorsement or other form, or provision in the Schedules ta this policy that refers to a term defined in Section 1 of the Conditions shall be deemed to refer to the term regardless of whether the term is capitalized in the Commitment, endorsement or other form, or Schedule. Each Commitment, endorsement or other form, or provision in the Schedules that refers to the Conditions and Stipulations shall be deemed to refer to the Conditions of this policy. 16. SEVE BILITY. fn the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid and all other provisions shalf remain in full force and effect. 17. CHOICE OF LA ; FORUM. (a} Choice of Law: 7he Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicab{e to the interpretation, rights, remedies or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the 7itle that are adverse to the Insured, and in interpreting and enforcing the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of laws principles to determine the applicable law. (b} Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOT{CES, HERE SENT. Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at 8111 LBJ Freeway, Suite 1200, Dallas, Texas 75251. Form T-1: Owner's Policy of 7itle fnsurance (For Use Only in Texas) @iii!ff�ctiv� �/01l�01 �J IMPORTANT NOTICE To obtain information or make a complaint: 1, You may contact your title insurance agent at (940) 381-1006. 2. You may call TITLE RESOURCES GUARANTY COMPANY's toll-free telephone number for information or to make a complaint: (insert underwriter information), 3, You may also write to TITLE RESOURCES GUARANTY COMPANY at (insert underwriter information), 4, You may contact the Texas Department of Insurance to obtain information on companies, coverages, rights or complaints at 1-800-252-3439. 5. You may write the Texas Department of Insurance, P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: http://www.tdi.state.tx.us E-mail: ConsumerProtection@.tdi.state.tx.us PREMIUM OR CLAIM DISPUTES: Should you have a dispute concerning your premium or about a claim you should contact the title insurance agent first. If the dispute is not resolved, you may contact the Texas Department of Insurance. ATTACH THIS NOTICE TO YOUR POLICY: This notice is for information only and does not become a part or condition of the attached document. AVISO IMPORTANTE Para obtener informacion o para someter una queja: 1, Puede comunicarse con su agente de seguro de titulo al (940) 381-1006. 2. Usted puede Ilamar al numero de telefono gratis de TITLE RESOURCES GUARANTY COMPANY's para informacion o para someter una queja al (insert underwriter information), 3. Usted tambien puede escribir a TITLE RESOURCES GUARANTY COMPANY: (insert underwriter information). 4. Puede comunicarse con el Departamento de Seguros de Texas para obtener informacion acerca de companias, coberturas, derechos o quejas al: 1-800-252-3439 5. Puede escribir al Departamento de Seguros de Texas: P.O, Box 149104 Austin, TX 78714-9104 Fax; (512) 475-1771 Web: http://www.tdi.state.tx.us E-mail: ConsumerProtection cLDtdi.state.bc.us DISPUTAS SOBRE PRIMAS 0 RECLAMOS: Si tiene una disputa concerniente a su prima o a un reclamo, debe comunicarse con el agente de seguro de titulo primero, Si no se resuelve la disputa, puede entonces comunicarse con el departamento (TDI). UNA ESTE AVISO A SU POLIZA: Este aviso es solo para proposito de informacion y no se convierte en parte o condicion del documento adjunto. (i) FT (6/2001) . � . ' , '� � Title V of the Granun-Leach-Bliley Act (GLBA} generally prohiUits any fmancial institution, directly or through its affiliates, fi•om sharuig I10I11)11U11C personal 'uifonnation about you with a nonaffliated third party unless the instit�rtion provides you with a notice of its privacy policies and practices, such as the type of uiforniatian that it collects about you and the cateaories of persons or entities to whom it may be disclosed. In cornpliance with the GLBA, we u•e provid'uig you with this doctnnent, which notifies you of the privacy policies and practices of TITLE RESOURCES, LLC. ("TITLE RESOURCES"}. We ivay collect nc�iipuUlic persoiial °uifonnation aUout you from the follow�ig sources: � Infornia.tion we receive from you, such as on applications or other forms. +� Information abaut youi• transactions we sectve from our files, or• fram our a�liates or others. • Infoimation we i°eceive fi°ona a consumei•-i°eportuig agency. � Infoniiation th�rt we i°eceive fi•ain others nivolved 'ui your transactioii, such as the real estate a.gent or lender. Unless it is specifically stat.ed otherwise in an arnended Privacy Policy Notice, no additzonal nonpublic personal infor•mation will be callected abaut you. We may disclose any of the above infoi•ination that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as pennitted by law. We alsa ivay disclose this igif�i7natioll aUout our custoiners or for�r►er custoiners to the following types of i'onaffiliated coinpariies that perfoi°tn m�rketing services on our behalf or with whom we have joint marketing agreernents: � Financial service providers such as coiilpanies engaged in b ing, consumer finance, securities and utsurance. � Non-fuia�icial coinpanies such as ei'velope sttiffe]°s and other fiilfillment service pi°oviders. WE Dd NOT DISCLOSE ANY NONPUBLIC PERSONAL O TION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT 5PECIFICALLY PE ITTED BY LAW. We restrict access to nonpuUlic personal information about you to those employees who need ta know that informatian in order ta provide products or services to you. We maintain physical, electronic, and procedural safegu:�rds that camply with federal regulations to guard your nonpuUlic personal niforniation. �� (6i2oai} . � • R �U'.\ Title V of the Gran�uu-Leach-Bliley Act (GLBA) generally prohibits any fmancial institutian, directly or through its affiliates, fi•am sharing nonpublic personal information about you with a nonaffiliated third party unless the 1115t1tLit1011 �I°OV1d05 }�011 W1tI1 c� 110tIC� Of 1tS pilVaCy �30I1C1eS aiid practices, such as the type of information that it collects abaut you and the categoi•ies of pei°sons or entities ta whom it may be disclosed. In compliance with the GLBA, we are providing yau witl� this doctmient, which notifies yon of the privacy policies and practices of. We niay collect nagipuUlic pei°sanal uifaniiatioil about you froni t.he fallowing sources: � Infonnat.ion we i•eceive from you, such as on applica.tions or other forms. • Information about your transactions we secure fi•om our files, or from aur affiliates or others. � Info�7nation we receive fi•om a constuiier repoi�ti�ig agency. • iufoi•matian th�t we receive fram athers involved in your transaction, such as tlxe real estate agent or lender. Unless it is specific�lly stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal uiformation will be collected about you. We may disclose any of the above informatian that we collect about our customers or former customers to our affiliates or to nanaffiliated third parties as per7nitted Uy law. We also nxay disclase this 111f017117L1011 aUaut aiu• customers ar fonner customers ta the following types af nonaffiliated companies that perfonn marlceting services on our behalf or with whom we have joint marketing �.breeinents: � Pinancial service pi-oviders such as companies engaged in banlcing, consumer finance, securities and insurance. • Non-fuiai�cial campai]ies such as envelope sritffers and other fulfilhnent service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFO TION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT 5PECIFICALLY PE ITTED BY LAW. We restrict access to nonpublic personal 'uifannation aUout you to those employees who need to know that uiformatian ui arder to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulatians to guard your nonpublic personal information.