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2012-075s:Vegallour documentslordinances\121nelson acquisition ordinance.doc ORDINANCE NO, 2012-075 AN ORDINANCE FINDING THAT A PUBLIC USE AND NECESSITY EXISTS TO ACQUIRE (I) FEE SIMPLE TO A 0.406 ACRE TRACT; AND (II) A TEMPORARY CONSTRUCTION, GRADING AND ACCESS EASEMENT, ENCUMBERING A 0.235 ACRE TRACT, ALL TRACTS LOCATED 1N THE M.E.P. & P.R.R. CO. SURVEY, ABSTRACT NUMBER 927, CITY OF DENTON, DENTON COUNTY, TEXAS, AS MORE PARTICULARLY DESCRIBED ON EXHIBIT "A", ATTACHED HERETO AND MADE A PART HEREOF, LOCATED GENERALLY 1N THE 300 BLOCK OF NORTH MAYHILL ROAD (THE "PROPERTY INTERESTS"), FOR THE PUBLIC USE OF EXPANDING AND IMPROVING MAYHILL ROAD, A MUNICIPAL STREET AND ROADWAY; AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO MAKE AN OFFER TO CHARLES DAVID NELSON AND WIFE, JANET L. NELSON (COLLECTIVELY THE "OWNER") TO PURCHASE THE PROPERTY 1NTERESTS FOR THE PURCHASE PRICE OF EIGHTY FOUR THOUSAND THREE HUNDRED NINETY NINE DOLLARS AND NO CENTS ($84,399.00), AND OTHER CONSIDER.ATION, AS PRESCRIBED 1N THE PURCHASE AGREEMENT (THE "AGREEMENT"), AS ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT "B"; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, after due consideration of the public interest and necessity and the public use and benefit to accrue to the City of Denton, Texas: THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Council finds that a public use and necessity exists, and that the public welfare and convenience require the acquisition of the Property Interests by the City of Denton, Texas (the "City"). The City Council hereby finds and determines that the acquisition of the Property Interests is necessary for public use to provide street and roadway expansion and improvements to serve the public and the citizens of the City of Denton, Texas. SECTION 2. The City Manager, or his designee, is hereby autharized to make a formal offer to the Owner to purchase the Property Interests from the Owner. SECTION 3. The City Manager, or his designee, is hereby authorized to execute for and behalf of the City (i) the Agreement, by and between the City and Owner, in the form attached hereto and made a part hereof as Exhibit "B", with a purchase price of $84,399.00 and other consideration, plus costs and expenses, all as prescribed in the Agreement; and (u) any other documents necessary for closing the transaction contemplated by the Agreement. SECTION 4. The City Manager, or his designee, is directed, by certified mail, return receipt requested, to disclose to Owner any and all appraisal reports produced or acquired by the City relating specifically to the Owner's property and prepared in the 10 years preceding the date of the offer made by the Agreement. SECTION 5. The offer to Owner shall be made in accordance with all applicable law. � SECTION 6. The City Manager is authorized to malce expenditures in accordance with (i) the terms of the Agreement; and (ii) Ordinance No. 2012-073, dated April 17, 2012, pertaining to relocation related expenses and advisory services. SECTION 7. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 8. approval. PASSED AND APPROVED this the � day of / , 2012. This ordinance shall become effective immediately upon its passage and i ARK A. OU S, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APP VED A TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY B ��' Y• EXHIBIT "A" - to Ordinance (Property Interests) rthur Surveying Co., Inc. k�'.rot-essYO.rnax �xZa sxx.x-v��o�rs F.C). F3ax 54 -..'t�wi4ville, Texna 7506'7 C�fffc,a: (�72) 2�x-�4�9 -� �M�c.: (972) 221-4fi7S EXHIBIT �°A" MAYHILL ROAD RIGHT-UF-WAY PARCEL M072 0.406 Acre City of Denton, Denton County, Texas BEING all that certain lot, tract ar parcel of land situated in the M.E.P. & P.R.R. Co. Survey, Abstract Nunnber 927, City of Denton; Denton County, Texas, and being part of that certain tract of land described by deed to Charlas David Nelson and wife, Janet L. Nelson, recorded under County Clerk's File Number 2000-8298, Official Public Records, Denton Corinty, Texas {O.P.R.D.C.T.), and being more particularly described as follows: BEGINNING aC a 1/2 inch iron rod found for the northeast corner of said Nelson tract and the southeast corner of a tract of land described by deed to George A. Calhoun and wife, Jannet D. Calhoun, recorded under County Clerk's File Number 99-9674, O.P.R.D.C.T., and being in the existing westerly right-of-way line of Mayhill Road; THENCE South 02 degrees 02 minutes 25.seconds West, with the existing westerly right-of-way line of said Mayhill Road, a distance of 204.91 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (A.S.C.) set for the southeast corner of said Nelson tract and the most easterly northeast corner of a tract of land described by deed to Vonnie George, recorded under Instrument Number 2007-134977, O.P.R.D.C.T.; THENCE South 89 degrees 46 minutes 43 seconds West, with the south line of said Nelson tract and a north line of said George tract, a distance of 85.24 feet to a 1/2 inch iron rod with yellow cap stamped "A.S.C" set for corner; THENCE North Ol degrees 25 minutes 36 seconds East, over and across said Nelson tract, a distance of 205.10 feet to a 1/2 inch iron rod with yellow cap stamped "A.S.C" set for corner in the north line of said Nelson ixact and the south line of said Calhoun tract; THENCE North 89 degrees 56 zninutes 50 seconds East, with the north line of said Nelson tract and the south line of said Calhoun tract, a distance o£ 87.43 feet to the POINT OF BEGINNING and containing 0.406 acra of land, more or less. I � C1107131-3 Parcel M072 EXHIBIT "A" - to Ordinance � °PKN Nmr Found 66L Mayhfil JoinE Ventura (C M.) �W Iaatrumeat No. 2006-62SL N � N8932'2f "E � •"�>� 1038.05' o °p �.R.°�------�-----�------=-� z . (C.M.) i � N89'52'2?"E i � 23.04' George A. Cnlhoua � I end wlte, o Jannot D. Calhoun p � C.C.� 99-9874 I N Vonnie Goorge I� I InaEr. Na � 2007-134977 � p�� o � I �A � ,V�� + ��' ,°z P. �.. i �6� � � N89°56'S0"E � 87.43' �� _ _ _ _ �.R.s. r.R. � (C.M.)� � Charles Davld Nelson � � ��• 8C 4flie, p ,� O � J I Janet L Neleon �-+I � �. � C.C./� 2000-8298 p 1 1� ..� � � c� � 0.406 Acre � N • a ,�,'�'' � wl Right-of-Way� � o Parcel N �a �' i- �; (17,690 aq. ft.) i N � �� z� I� �� i � � � � � �I.R.S I.R.S --�-- �� - -- 85.24' I � i Vonaia ()eorga I Inetr Na 2007-194977 � I I ^.____-.__-___------7 EXHIB IT "B " Ma yhi11 Road Ri ht—of—Way � Parcel M072 0.406 acre in the M.E.P. & P.R.R. Co. Survey, Abstraet Number 927, City of Denton Denton County, Texas - 2011 - Interests � 100 0 50 100 SCALE: 1"° lUU' Bearings shown hereon based oa the Ciry of Denton GIS Nctwork. NOTES: I.R.F. =1/2° Iron Rod Found I.R.S. =1/2" Iron Rod Set with yellow cap stamped "Arthur Surveying Company" All improvements not shown hareon. rthur Surveying Co., Inc. Fi�o�ionaX r,aad surv+syar� P.O.Hoz 54 — Lewfavllle, Tezae 750B7 Ottioe: (972) 221-9499 F�: (972) 221-4875 EstatbIIei►ed 1988 EXHIBIT "A" - to Ordinance (Property Int�zrests) rthur Surveying Ca., I n�. .Fx�ot"�sszox,�a�Y .��ua sur�e�,�-o�rs P.O. E3ax 54��• T,.awisville, TCXAS 7StT��% ark�cs: «�z� a2x-��v •�- ra�: (��a} �2i-4��s EXHTBIT ��A" 50' TEMPORARY CONSTRUCTION EASEMENT 0.235 Acre City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated 'vn tlae M.B.P. & P.RR. Co. Survey, Abstract Number 927, City of Denton, Denton County, Texas, and being part of that certain tract of land described by deed to Charles David Nelson and wife, Janet L. Nelson, recorded under County Clerk's File Number 2000-8298, �fficia3 Pnblic Records, Denton County, Texas (O.P.R.D.C.T.), and being more particularly described as follows: COMMENCING at a 1/2 iunch iron rod found for the northeast corner of said NeLson tract and the southeast corner of a tract of land described by deed to George A. Calhoun and wife, Jannet D. Calhoun, recorded under County Clerk's File Number 99-9674, O.P.R.D.C.T., and being in the existing westerly right-of-way line of Mayhill Road; THENCE South 89 degrees 56 minutes 50 seconds West, with the north line of said Nelson tract and the south line of said Calhoun tract, a distance of 87.43 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (A.S.C.) set for tha POINT OF BEGINNING; THENCE South 01 degrees 25 minutes 36 seconds West, over and across said Nelson tract, a distance of 205.10 feet to a 1/2 inch iron rod with yellow cap stamped "A.S.C." set for corner in the south line of said Nelson tract and a north line of a tract of land described by deed to Vonnie George, recorded under Inshument Number 2007-1.34977, O.P.RD.C.T.; THENCE South 89 degrees 46 minutes 43 seconds West, with the south line of said Nelson tract and a north line of said Geoxge tract, a distance of 50.02 feet to a point for comer; THENCE North O 1 degrees 25 minutes 36 seconds East, over and across said Nelson tract, a distance of 205.24 feet to a point for corner in the north line of said Nelson tract and the south line of said Calhoun tract; THENCE North 89 degrees 56 minutes 50 seconds East with the north line of said Nelson tract and the south line of said Calhoun tract, a distance of 50.02 feet to the POINT OF BEGINNING and containing 0.235 acre of laud, more or less. C11071313 Percel M072- Basement EXHIBIT "A" - to Ordinance / "PK" NaA Found Q 661 liayhill Joint Venture (C.M.� I e�''� Inatrumeat No. 2006-8291 N � N89�2'21"E �'•'��:� 1038.05' o °p (F-- - - — - _ �/�- �,�rL� _ _ � Z I.R.F. � V (CM.) i 0' i N89�52'21°E i � � 23 04' I �K. George A Celhoun r� and wi�e, � 'G� dnnnet D. Caltwun p � ,�,� C.C.� 89-9874 � N Vonnie GeorQe 1nsEr. Na 2007-194977I �,'�' o � P. 0. B. �" �� z P. 4. � I � ��.'�� i _— N89°56'SQ"E S8956'5Q"W � � SO.Q2' 87.43 �, ' � I.R.S. GR.F. (C.M.) � � � �--i�� Q.235 Acre �� I _ N � �° 50' Temporary � a� �o Constructlon � N� �`�' Easement Charlea David Neleon w' '� (10,258 eq. R.) & wlte� � � Jsaet L Neleon M� '� gmayl0� C.C.� 2000-8298 � o ! +�n �oQ�at��,01 + Z � � v°i ��pt�� O � 1 1 � a� � � � a L-----1-- i.R.s. __ „ 589°46'43' � 50.02' � i � � Yonaie [ieorga I � Inetr. No. E007-194977 � . 1 I ----__-'�----_—__� EXHIB IT "B " 50' Temporary Construction Easement 0.235 acre in the �.E.P. & P.R.R. Co. Survey, Abstract Number 927, City of Denton Denton Countp, Texas -- 2011 — Interests I� J 100 0 50 100 SCALE: 1" =100' Bearings shown hereon based oa the City of Denton GIS Network. NOTES: I.R.F. =1/2" Iron Rod Found I.R.S. =1/2" Iron Rod Set with yellow cap etamped "Axthur Surveying Company" All improvements not shown heraon. rthur Surveying Co., Inc. ��tr,�r s�g P.O.Boz 64 — Lenieiville, Te:ae 7b067 Ottica: (972) 221-9439 Fas: (972) 221-4876 Estatblfahed 1986 Exhibit "B" ta Ordinance s:\legal\our documents\contracts\12\nelson purchase agreement final.dOC PURCHASE AGREEMENT NOTICE YOU, AS O�VVNER OF THE PROPERTY (AS DEFINED BELOV�, HAVE THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE. THIS PURCHASE AGREEMENT (the "Agreement") is dated / � , 2012, but effective as of the date provided below, between Charles Da�id Nelson and wife, Janet L. Nelson (collectively referred to herein as "Owner") and the City of Denton, Texas ("City"). WITNESSETH: WHEREAS, Charles David Nelson and wife, Janet L. Nelson are the Owner of a tract of land (the "Land") in the M.E.P. & P.R.R. Co. Survey, Abstract Number 927, being affected by the public improvement project called the Mayhill Road Widening and Improvements Project ("Project"); and WHEREAS, City is in need of certain (i) fee simple lands, being a part of the Land; and (ii) an easement in, along, over, upon, under and across, a portion of the Land, each related to the Proj ect; and WHEREAS, it is desirous of both parties to stipulate and agree to the terms and conditions associated with the purchase of the necessary real property interests for the Project; NOW, THEREFORE, for Ten and No/100 Dollars ($10.00), and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1 s:\legal\our documents\contracts\12\nelson purchase agreementfinal.CiOC 1. A. At Closing, the Owner shall grant, execute, and deliver to the City (i) a Special Warranty Deed (herein so called), conveying to the City, subject to the reservations described below, the tract of land being described in Exhibit "A" and depicted in Exhibit "B" to that certain Special Warranty Deed, and other interests as prescribed therein (the "Fee Lands"), the Special Warranty Deed being attached hereto as Attachment 1 and made a part hereof; and (ii) a Temporary Construction, Grading and Access Easement (the `Basement"), in, along, upon, under, over and across the tract of land being described in Exhibit "A" and depicted in Exhibit "B" (the "Easement Lands"), to that certain Temporary Construction, Grading and Access Easement, attached hereto as Attachment 2 and made a part hereof, for temporary construction, grading and access purposes, as more particularly described therein. The (i) Special Warranty Deed shall be in the form and upon the terms as attached hereto and incorporated herein as "Attachment 1"; and (ii) the Easement shall be in the form and upon the terms as attached hereto and incorporated herein as "Attachment 2" (the Fee Lands and the Easement are collectively referred to herein as the "Property"). B. Owner, subject to the limitation of such reservation made herein, shall reserve, for themselves, their heirs, devisees, successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Fee Lands. Owner, their heirs, devisees, successors and assigns, shall not have the right to use or access the surface of the Fee Lands, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and/or related to exploration and/or production of the oil, gas and other minerals reserved herein, including without limitation, use or access of the surface of the Fee Lands for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and/or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas and other minerals, and/or related to the exploration or production of same. As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances that any reasonable extraction, mining or other exploration and/or 2 s:\legal\our documents\contracts\12\nelson purchase agreement final.dOC production method, operation, process or procedure would consume, deplete or destroy the surface of the Fee Lands; and (ii) a11 substances (except oil and gas) which are at or near the surface of the Fee Lands. The intent of the parties hereto is that the meaning of the term "minerals" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). As used herein, the term "surface of the Fee Lands" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. 2. As consideration for (i) the granting and conveying of the Fee Lands and the Easement to the City; and (ii) damages to the Owner's remaining Property, the City shall pay to Owner at Closing the sum of Eighty Four Thousand Three Hundred and Ninety Nine and No/100 Dollars ($84,399. 00). The monetary compensation prescribed in this Section 2 is herein referred to as the "Total Monetary Compensation". 3. In addition to the Total Monetary Compensation, and being a component part of the Project, the City shall, at its sole cost and expense, demolish, remove and dispose of the residential structure bisected by the Project and located within the Fee Lands and Easement Lands, Owner expressly stipulating that such residential structure is to be demolished as part of, or related to, the Project. The work prescribed in this Section 3 is herein referred to as the "Demolition Work". 4. The Owner shall convey and grant to the City the Fee Lands and the Easement free and clear of all debts, liens and other encumbrances (the "Encumbrances"). The Owner shall assist and support satisfaction of all closing requirements of the City in relation to solicitation of releases or subordinations of the Encumbrances and other curative efforts affecting the Fee Lands and/or Easement Lands, if necessary in the discretion of the City. In the event that all Encumbrances are not cured to the satisfaction of City prior to Closing, such shall not be a default hereunder, although Owner may otherwise be in default under Section 11, below. However, if the Encumbrances are not cured as provided herein, City has the option of either (i) waiving the defects related to the remaining Encumbrances by notice in writing to Owner on or prior to the � s:\legal\our documents\contracts\12\nelson purchase agreement final.CiOC Closing Date, upon which the remaining Encumbrances shall become Pernutted Exceptions (herein so called), and proceed to close the transaction contemplated by this Agreement; or (ii) terminating this Agreement by notice in writing to Owner, in which latter event Owner and City shall have no further obligations under this Agreement. 5. Owner stipulates that the Total Monetary Compensation payment and the Demolition Work constitute and include all compensation due Owner by City related to the Project, including without limitation, any damage to or diminution in the value of the rernainder of Owner's property caused by, incident to, or related to the Project, value of, damage to and/or costs of repair, replacement and/or relocation of any improvements, turf, landscape, vegetation, or any other structure or facility of any kind, including without limitation, residential structures located within the Easement Lands and/or Fee Lands, related to activities conducted pursuant to the Easement or City ownership of the Fee Lands, interference with Owner's activities on the Easement Lands or other property interests of Owner, caused by or related to activities related to the Easement, whether accruing now or hereafter, and Owner hereby releases for themselves, their heirs, devisees, successors and assigns, City, it's officers, employees, elected officials, agents and contractors from and against any and all claims they may have now or in the future, related to the herein described matters, events and/or damages. 6. The Closing (herein so called) shall occur in and through the office of Title Resources, LLC, 525 South Loop 288, Suite 125, Denton, Texas 76205 ("Title Company"), with said Title Company acting as escrow agent, on the date which is 180 days after the Effective Date, unless the Owner and the City mutually agree, in writing, to an earlier or later date ("Closing Date"). In the event the Closing Date, as described above, occurs on a Saturday, Sunday or Denton County holiday, the Closing Date shall be the next resulting business day. 7. The stipulated Total Monetary Compensation amount shall be paid by the City at Closing jointly to the Owner through the Title Company. Ad valorem taxes relating to the Fee Lands for the calendar year in which Closing shall occur shall be prorated between Owner and City as of the Closing Date. If the actual amount of taxes for the calendar year in which Closing shall occur is not known as of the Closing Date, the proration shall be based on the amount of taxes 4 s:\legal\our documents\contracts\12\nelson purchase agreement final.CiOC due and payable with respect to the Fee Lands for the preceding calendar year, and shall be readjusted in cash as soon as the amount of taxes levied against the Fee Lands for the calendar year in which Closing shall occur is known. The result of such proration is that the Owner 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 occurring prior to Closing) and City shall pay for those taxes attributable to the period commencing as of the Closing Date. All other typical, customary and standard closing costs associated with this transaction shall be paid specifically by the City, except for Owner's attorney's fees, if any, which shall be paid by Owner. 8. The date on which this Agreement is executed by the Owner shall be the "Effective Date" of this Agreement. 9.A. In the event Owner shall default in the performance of any covenant or term provided herein, and such default shall be continuing after ten (10) days written notice of default and opportunity to cure, City may exercise any right or remedy available to it by law, contract, equity or otherwise, including without limitation, the remedy of specific performance. B. In the event City shall default in the performance of any covenant or term provided herein, and such default shall be continuing after ten (10) days written notice of default and opportunity to cure, Owner may, as its sole and exclusive remedy, either (i) terminate this Agreement prior to Closing by written notice of such election to City; or (ii) enforce specific performance of this Agreement. 10. THE LAWS OF THE STATE OF TEXAS SHALL CONTROL AND APPLY TO THIS AGREEMENT FOR ALL PURPOSES. THIS AGREEMENT IS PERFORMABLE IN DENTON COUNTY, TEXAS. VENUE FOR ANY ACTION ARISING HEREUNDER SHALL LIE SOLELY 1N THE COURTS OF COMPETENT JURISDICTION OF DENTON COUNTY, TEXAS. 5 s:\legal\our documents\contracts\12\nelson purchase agreement final.CiOC 11. From and after the Effective Date of this Agreement, through and including the Closing Date, Owner shall not (i) convey or lease any interest in the Fee Lands or Easement Lands; (ii) enter into any Agreement that will be binding upon the Fee Lands or upon the Owner with respect to the Fee Lands after the date of Closing; or (iii) enter into any agreement that will be binding on the Easement Lands, or upon Owner with respect to the Easement Lands, prior to the termination of the Easement. 12. Any notices prescribed or allowed hereunder to Owner shall be in writing and shall be delivered by telephonic facsimile, hand delivery or by United States Mail, as described herein, and sha11 be deemed delivered upon the earlier to occur of (a) the date provided if hand delivered or delivered by telephonic facsimile; and (b) on the date of deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: OWNER: Charles David Nelson and wife, Janet L. Nelson 301 North Mayhill Road Denton, Texas 76209 Phone Copies to: For Owner: Telecopy: CITY: City of Denton Paul Williamson Real Estate and Capital Support 901-A Texas Street Denton, Texas 76209 Telecopy: (940) 349-8951 For Citv: Richard Casner, Deputy City Attorney City Attorney's Office 215 E. McKinney Denton, Texas 76201 Telecopy: (940) 382-7923 13. This Agreement constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties with respect to the subject matter of this Agreement. Time is of the essence with respect to this Agreement. Relocation [� s:\legal\our documents\contracts\12\nelson purchase agreement final.dOC advisory services and relocation financial assistance, if applicable pursuant to Ordinance No. 2012-073 (the "Relocation Ordinance") shall be administered as provided by the Relocation Ordinance, aside and apart from the transaction contemplated by this Agreement. 14. The representations, warranties, agreements and covenants contained herein shall survive the Closing and shall not merge with the Special Warranty Deed and/or Easement. 15. In the event prior to the Closing Date, condemnation or erninent domain proceedings are threatened or initiated by any entity or party other than the City that might result in the taking of any portion of the Property, City may, at its election, terminate this Agreement at any time prior to Closing. 16. Authority to take any actions that are to be, or may be, taken by City under this Agreement and/or Easement, including without limitation, adjusting the Closing Date of this Agreement and/or the termination date of the Easement, are hereby delegated by City, pursuant to action by the City Council of Denton, Texas, to Frank Payne, City Engineer of City, or his designee. CITY OF DENTON, TEXAS : GEORGE C. CAM CITY MANAGER Date: I'l , l � , 2012 ATTEST: . �� JENNIFER WALTERS, CITY SECRETARY BY: Date: / , 2012 7 s:\legal\our documents�contracts\12\nelson purchase agreement final.CiOC APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: � � Date: _ �f� i�� /� , 2012 OWNER: CHARLES DAVID NELSON JANET L. NELSON Date: _ , 2012 s:\legal\our documents\contracts\12\nelson purchase agreement final.dOC RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acknowledges receipt of one (1) executed copy of this Agreement. Title Company agrees to comply with, and be bound by, the terms and provisions of this Agreement and to perform its duties pursuant to the provisions of this Agreement and comply with Section 6045(e) of the Internal Revenue Code of 1986, as amended from time to time, and as further set forth in any regulations or forms promulgated thereunder. TITLE COMPANY: Title Resources, LLC 525 South Loop 288, Suite 125 Denton, Texas 76205 Telephone: (940) 381-1006 Telecopy: (940) 898-0121 : Printed Name: Title: Contract receipt date: , 2012 0 � I�2� U� s:llegallour documents\contracts1121nelson special warranty deed.doc NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED STATE OF TEXAS COUNTY OF DENTON , KNOW ALL MEN BY THESE PRESENTS: That CHARLES DAVID NELSON and wife, JANET L. NELSON (collectively referred to herein as "Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), 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 acicnowledged and confessed, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee all the real property in Denton County, Texas being particularly described on E�iibit "A" and depicted on Exhibit "B", both attached hereto and made a part hereof for all purposes, and being located in Denton County, Texas, together with any and all rights or interests of Grantor in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances thereto (collectively, the "Property"). Grantor, subject to the limitation of such reservation made herein, reserves, for themselves, their heirs, devisees, successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Property. Grantor, their heirs, devisees, successors and assigns shall not have the right to use or access the surface of the Property, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and/or related to exploration and/or production of the oil, gas and other minerals reserved herein, including without limitation, use or access of the surface of the Property for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tarilc batteries, pipelines, roads, electricity or other utility infrastructure, and/or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas and other minerals, and/or related to the exploration or production of same. As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons and shall exclude (i) all substances (except oil and gas) that any reasonable extraction, mining or other exploration and/or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances (except oil and gas) which are at or near the surface of the Property. The intent of the parties hereto is that the meaning of the term "minerals" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). As used herein, the term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. This conveyance is subj ect to the following: 1. Easement executed by W. D. SUTTON to TEXAS POWER & LIGHT COMPANY iiled December 1, 1924, recorded in Volume 196, Page 85, Deed Records of Denton County, Texas. 2. Easement executed by FRANK D. SUTTON, ETAL to TEXAS POWER & LIGHT COMPANY filed November 25, 1936, recorded in Volume 262, Page 307, Deed Records of Denton County, Texas. 3. Easement executed by FRANK D. SUTTON, ETAL to TEXAS POWER & LIGHT COMPANY filed March 10, 1937, recorded in Volume 264, Page 147, Deed Records of Denton County, Texas. Page 2 of 4 4. Easement executed by B. H. WILLIAMS and wife DONA WILLIAMS to TEXAS POWER & LIGHT COMPANY filed June 20, 1947, recorded in Volume 336, Page 183, Deed Records of Denton County, Texas. 5. Easement executed by B. H. WILLIAMS and wife DONNA WILLIAMS to TEXAS POWER & LIGHT COMPANY filed June 15, 1948, recorded in Volume 342, Page 37, Deed Records of Denton County, Texas. 6. Easement executed by B. H. WILLIAMS to TEXAS POWER & LIGHT COMPANY filed December 8, 1948, recorded in Volume 336, Page 540, Deed Records of Denton County, Texas, and as affected by Quit Claim Deed executed by THE CITY OF DENTON, TEXAS to W. C. TRAIL, filed August 6, 1975, recorded in Volume 753, Page 882, Deed Records of Denton County, Texas. 7. Undivided 1/2 interest in Oil, Gas and other Minerals reserved in deed from MRS. ALICE KEITH, a widow to W.C. TRAIL filed July 23, 1956, recorded in Volume 423, Page 371, Deed Records of Denton County, Texas. 8. Power lines in place; encroachment of existing residence on the West boundary line; as shown on survey dated July 3, 2012 prepared by Douglas L. Arthur, RPLS #4357. TO HAVE AND TO HOLD the Property, together with a11 and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and assigns to WARRANT AND FOREVER 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, by, through or under Grantor, but not otherwise. EXECUTED the � day of , 2012. CHARLES DAVID NELSON ,,..., � / L�!t�'�� :�� '• Page 3 of 4 ACKNOWLEDGMENT THE STATE OF TEXAS � • � i� /rl�l •, This instrument was acknowledged before me on �'�`2012 by Charles David Nelson. Ol. �' "'�� DANYELLE MARIE TYRA Notary Pu ic, State of exas �k'�+l?^� Natary Public, Stata of Texas My commission expires: ��5 _,: _ • ' F My Commission EKpires '"+ s+'�� June 08, 2015 °''%F �n,��° ACKNOWLEDGMENT THE STATE OF TEXAS � • �,' � [1 This instrument was acicnowledged Janet L. Nelson. . p��NYP�o4�h DANYELLF- MARIE TYRA '•°�' `•'°': Notary Public, Stete of Texas = �?..' My Commission Expires ��+�°ii�`�r� JunA OB, 2015 Upon Filing Return To: The City of Denton-Engineering Attn: Paul Williamson 901-A Texas Street Denton, TX 76209 before me on , 2012 by otary Pu c, State of exas My commission expires: �-S -15 Page 4 of 4 Property Tax Bills To: City of Denton Finance Department 215 E. McKinney Street Denton, Texas 76201 ��I��'�' "A" - to �pecial �Varranl3� Y�sad �r�hu.r S�r�reying Co., Inc. �rQfessso.rtal �,axzd 5urv�yoxs 1�.<). F3ox 54 -�• 7,ewisvill�, T'e.cns 75007 • P.f'kico: (972)22X-9439 ^- I�MZ:: (972)2�7,-4G75 EXI3ZBIT'�A" MAYHILY, ROAD RIGHT-�F-WAY �'ARCEL M072 0.406 Acre City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated in the M.E.P. & P.R.R. Co, Survey, Abstract Number 927, City of Denton, Denton County, Texas, and being part of that certain tract of land described by deed to Charles David Nelson and wife, 7anet L, Nelson, recorded under County Clerk's File Number 2000-8298, Official Public Records, Dentou County, Texas (O.P.R.D.C,T.), and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod found for tha northeast comer of said Nelson tract and the southeast comer of a tract of land described by deed to George A. Calhoun and wife, Jannet D. Calhoun, recorded under Couniy Clerk's File Niunber 99-9674, O.P.R.D.C.T., and being in the existing westerly right-of-way line of Mayhill Road; THENCE South 02 dagraes 02 minutes 25 seconds West, with the existing westezly righf-of-way Iine of said Mayhill Road, a distance of 204.91 feet to a I/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (A.S.C.) set for the so¢theast comer of said Nelson tract and the most easterly northeast comer of a tract uf land described by deed to Vonnie George, recorded under Instrumenf Numbec 2007-134977, O,P.R.D.C.T.; 'I'HENCE South 89 degrees 46 minutes 43 seconds Wes� with the south line of said Nelson tract and a north line of said George tract, a distance of 85.24 feet to a I!Z inch iron rod wit$ yellow cap stamped "A.S.C" set for comer; THENCE North o 1 degrees 25 minutes 36 seconds Bast, ovez and across said Nelson tract, a distance of 205.10 feet to a 1/2 inch iron rod with yellow cap stamped "A,S.C" set for comer in the north line of said Nelson tract and the south line ofsaid Calhoun tract; THENCE North 89 degrees 56 minutes 50 seconds East, with the norkh line of said Nelson tract and the south line of said Calhoun tract, a distance of 87,43 feet to the POINT OF BEGINNING and containing 0.406 acre of land, more or less. � C1107131-3 Parccf M072 ��'�BIT' �� _ to Specia3 �ar7•aniv ��e�l „PK" Nall Found w b61 Maphlll Tolnt Yenture (C.M. � [astrumenf. No, 2006-623t N+'� N89'S2'21 "� � i� � 1038, 05' Z � � ----7----�/'------- � . 1.R, F (C.M.) i V I N89'52'21 "E � � 23.04' George A, Celhoun b ead xlie, �O dannet D. Calhoun � C,C.�p 88-9874 �ry Vonnia Gcorge I�vtr. No. • 2007--134B77I �� I o � I �Q• I � I �A�'� I°z �. �. � 5� � �,� N89°56'S0"E ; , 87.43' � ' f,R,S ^ l.R.F. �i � �C.M.)� � �* Chnrlea Davld h'elson � � G� � Ianet L�Nclson �, Ib; ,Q,,. ' c.c.,� 2000-ezea �; 0.406 Acre �� r�° ��..�1" � Itight-of-W�y 3 � I m! Parcel , i t (��,59osQ.tc) �N 3 �° � � �1 lo � .�.�' j z j �� ; ; � �___�_ l.R.S. f.R,S, S89°46'43"W 85.24' i i . I Voanie Caorge � 'Instr. Na. 2007-134877 � I � ---^-----------� E�HIB IT ' B " �fa yhilI Road Ri�;ht—of—Wa.y � Parcel MO'�2 0.406 aere in the M,E.P. & P.R.R. Co. Survey, Abstract Number 927, Citp of Denton Denton County, Texas — 2011 — �--',�.. 10D 0 50 100 SCALE: 1"=100' Bearings shown hcreoa based on the City of Denton GTS Notwork NOTES: I.R_F. =1/2" Iron Rod Found I.R.S. =1/2" Iron Ttod 5et with yellow cap stamped "Arthur Surveying Company" All improvements not shown herean. rthur Surveying Co,, Inc. Px�fessionsl Laad Szcrv�ynrs P.O.Box 64 — Leirisville, Tesas 78087 Office: (972) 221—B439 Faz: (872) 221-4875 Estatbliehed I888 Denton County Cynthia Mitchell County Clerk Denton, TX 76202 70 201 2 00074708 Instrument Number: 2012-74708 Recorded On: July 11, 2012 Parties: NELSON CHARLES DAVID To Comment: Warranty Deed 40,00 Total Recording: 40.00 As Warranty Deed ( Parties listed abo�e are for Clerks reference only ) ** Examined and Charged as Follows: ** Billable Pages: 7 Number of Pages: 7 "`*****'�***** DO NOT REMOVE. THIS PAGE IS PART OF THE INSTRUMENT ************ Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Document Number: 2012-74708 Receipt Number; 925492 Recorded Date/Time: July 11, 2012 02:18:40P User / Station: D Kitzmiller - Cash Station 2 Record and Return To: TITLE RESOURCES WILL CALL DENTON TX 76202 THE STATE OF TEXAS } COUNTY OF DENTON } I hereby certify that this instrument was FILED In the Flle Number sequence on the date/time printed heron, and was duly RECORDED in the Offtcial Records of Denton County, Texas. �rl�e� County Clerk Denton County, Texas � I n z�� V� s:Vegallour documentslcontracts\121nelson tce.doc NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMSER. TEMPORARY CONSTRUCTION, GRADING AND ACCESS EASEMENT THE STATE OF TEXAS . COUNTY OF DENTON KNOW ALL MEN BY THESE PRESENTS: THAT Charles Da�id Nelson and wife, Janet L. Nelson (collectively referred to herein as "Grantor"), whose mailing address is 301 North Mayhill Road, Denton, Texas 76209, in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration in hand paid by the City of Denton, Texas, receipt and sufficiency of which is hereby acknowledged, has GRANTED, BARGAINED, SOLD and CONVEYED and does by these presents GRANT, BARGAIN, SELL and CONVEY unto the City of Denton, Texas ("Grantee") a temporary construction, grading and access easement in, along, upon, under, over and across the following described property (the "Property"), owned by Grantor, and situated in Denton County, Texas, located in the M.E.P. & P.R.R. Co. Survey, Abstract Number 927, to wit: PROPERTY DESCRIBED IN EXHIBIT "A" AND DEPICTED IN EXHIBIT "B", BOTH ATTACHED HERETO AND MADE A PART HEREOF It is agreed that the said City of Denton, Texas, in consideration of the benefits above set out, may remove from the Property above described, such fences, signage, buildings and other obstructions as may now be found upon said Property, for the purpose of construction activities, grading activities and access in, along, upon, under, over and across said Property. It is specifically stipulated by Grantor that the scope of the access, construction and grading activities shall include the clearing and removal of the residential structure and vegetation and trees that exist within the Property. The City of Denton, its agents, employees, contractors, worlcmen, and representatives shall have the right of ingress, egress and regress in, along, upon, under, over and across said Property for the purpose of access, construction and grading activities and other activities prescribed herein, or any part thereof. The term of this Temporary Construction, Grading and Access Agreement shall commence on the date of the "Demolition Contractor Notice to Proceed" related to the portion of the Mayhill Road Widening and Improvements Proj ect affecting the Property and terminate on the earlier to occur of (i) two (2) years from such date of the herein referenced "Demolition Contractor Notice to Proceed"; or (ii) December 31, 2015, unless the parties mutually agree in writing to an extension or reduction of such term. TO HAVE AND TO HOLD unto the said City of Denton, Texas as aforesaid for the purposes aforesaid the premise above described. Witness our hands, this the ��day of , 2012. GRANTOR: By: (.��G�L�._ Date: 7 /d 'Z, , 2012. Charles David Nelson B , Date: �'� �� , 2012. et L, elso 2 ACKNOWLEDGMENT THE STATE OF TEXAS COUNTY OF ��1 This instrument was acicnowledged before me on � 2012, by Charles David Nelson. ,..�. „, �,,,,, otar Pu ic, in and f r the State f exas � �:.p�!�s; DANYELLE MARIE TYRA Y � .�°� '� Notary Public, State of Texas M Commission Ex ires: '�..° My Commission Expires Y p . �:';;�a��;;:� June 08, 2015 ACKNOWLEDGMENT THE STATE OF TEXAS COUNTY OF D�� This instrument was acicnowledged before me on , 2012, by Janet L. Nelson. ,�;�,eY�'o';., DANYELL� MARIE TYRA ';°'� `•'^= Notary Public, State of Texas :yN;. ��•.a My Commission Expires %.'„� ��;;: June OS, 2015 Accepted this �, � � Texas (Ordinance No. 2012-�. � � By: Paul Williamson Real Estate Manager My Commission Expires: day of �L( L� , 2012, for the City of Denton, 3 AFTER RECORDING RETURN TO: City of Denton — Engineering Department 901-A Texas Street Denton, Texas 76209 Attn: Paul Williamson , �XHTBiT "A" - to'Iernporary Consti•uctia�i, Gradiz�b and A�cess �asement , �-� rthu.r Su.rve�z�.g Ca., Zn�. �so.f�sszo�,a.Y �and Surve,3�ox-s �>.<>. r�o� �a�...x.��v�4��ilz, r��1s �s�6� Ul%ice;: (97�j 227.-9�39 •- rax: (972) 22t-4675 EXHTBIT "A" 5Q' TEVIPORA.RY CONSTRUCTION EASEMENT 0.23� Acre City of Denton, Denton Couniy, Texas B�WG all that certain lot, tract or parcel of land situated in tlze M.�.P. & P.R.R Co. Survey, Abstract Number 927, City of Denton, Denton County, Texas, and being part of that certain tract of land described by deed to Cbarles David Nelson and wife, Janet L. Nelson, recorded under County Clerk's File Number 2000-8298, Official �'ublic Records, Denton County, Texas (O.P,R.D.C.T.), and being more particulaxly described as follows: COMMENCING at a 1/2 inch iron rod found for the northeast corner of said Nelson tract and the southeast corner of a iract of land described by deed to George A. Calhoun and wife, Jannet D. Calhoun, recorded under Couniy Clerk's File Number 99-9674, O.P,RD.C.T,, and being in the existing westerly right-of-way line of Maybill Road; THENCE South 89 deb ees 56 minutes 50 seconds West, with the north line of soid Nelson tract and the south line of said Calhoun tr'act, a distance of 87.43 feet to a 1/2 inch uon rod with yellow cap stamped "Arthur Surveying Company" (A.S.C.) set for the POWT �I+ BEGINNING; TAEP�tCE 5outh O1 degrees 25 minutes 36 seconds West, over and across said Nelson tract, a distance of 205,10 feet to a 1/2 inch iron rod with yellow cap stamped "A.S.C." set for comer in the south line of said Nelson tract and a north line of a tract of land described by deed to Vonnie George, recorded under Instrument Number 2007-134977, O.P.RD,C.T,; THEI�TCE South 89 degrees 46 minutes 43 seconds West, with the south line of said Nelson tract and a north line of said George tract, a distance of 50.02 feet to a point for comer; THENCE North O1 degrees 25 minutes 36 seconds East, over and aeross said Nelson tract, a distance of 205.24 feet to a point for corner in the north line of said Nelson tract and the south line of said Calhoun tract; TI�NCE North 89 degrees 56 minutes 50 seconds East with the north line of said Nelson tract and the south line of said Calhoun tract, a distance of 50.02 feet to the POINT O�+' BEGll�iNING and containing 0.235 acre of land, more or ]ess, C1107131-3 Parcel M072- Easement _ EXHTBIT "B" - to Temporary Consti-uction, Grading ai�d Access Easement r "PK" Noll � Found W I 551 L[ayhlll 1oinE Venture �C.M.� _ [nstrument No. 2006-6231 �-f N� N89 52'2] "E a M � f 038. 05' o � Z �'" ----1----�-- ��----� I.R.F (C.M.) i �4' � �—N1323 04 � „E I � �, George A. Celhoun I rbG and nife, d y5.� Jnnnet D, Calhoun � p � 1� C.C,�/ 99-8874 iN Vonnie Caorge ^ W Inatr. No. 2007-134B77I G'� ' a ;��, �� P. o. �. �� z P.o.� , � i N89°56'SO"E S8956'50"W � � �� 50.02' 87, 43' � —T� 11,R,5. � I.R.F, � (C.M.) �� F—�—i=r-- 0,235 Acre I . ,tr.i � � ° 50' Temparar3� � o� lQ Construction � r{ i ( "� Easement Charlea Davld Neison �' i� (10,258 sq, ft)� & wife, � Janet L Nelson � � � �a 0 C. C, # 2000-8298 M y�� ' N I 1� oe°ok' a� I � S' ¢ � e\ O �' ' zi !� ��°`° � f�� i j j � �--_�.....� I.R.S, � S89°46'43" � r � 50.02' � ' tiJ i � Vounie Gaorge I � Instn No. 2007-134977 � ! I ----------_--__� . E��IB IT t �� r r 5�' Temporary Cons�ruction Easement 0.235 acre in the M,E.P. & P.R.R. Co. Survey, Abstraci Number 927, City of Denton Denton County, Texas -- 2011 - � 100 0 50 100 SCALE: 1" = 100' Bearings shown hu•eon bascJ on lba City of Denton GIS Nelwork, NOTES; I.R.F. =1/2" iron Rod Found I.R.S. =1/2" Iran Rod Set with yellow cap stamped "Arthur SurVeying Company" All improvements not shown hereon, rthu� Surveying Co,, I nc. FmPessio�ar r,a.na surveyors P.O.gox 64 - Le�risville, Texas 76087 Offica; (972} 221-fl439 Fag: (972) 221-#B75 Estatblished I988 Denton County Cynthia Mitchell County Clerk Denton, TX 76202 7D 2012 00074709 Instrument Number: 2012-74709 As Recorded On: July 11, 2012 Easement Parties: NELSON CHARLES DAVID To Comment: ( Parties listed above are for Clerks reference only ) ** Examined and Charged as Follows: ** Easement 40.00 Total Recording: 40.00 Billable Pages: 7 Number of Pages: 7 ************ DO NOT REMOVE. THIS PAGE IS PART OF THE INSTRUMENT ************ Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Document Number; 2012-74709 Receipt Number: 925492 Recorded Date/Time: July 11, 2012 02;18:40P User / Station: D Kitzmiller - Cash Station 2 Record and Return To: TITLE RESOURCES WILL CALL DENTON TX 76202 THE STATE OF TEXAS } COUNTY OF DENTON } I hereby cer[Ify that thls Instrument was FILED In the Flle Number sequence on the date/time printed heron, and was duly RECORDED In the Offlclal Records of Denton County, Texas. il�Ak�ke%-�- County Clerk Denton County, Texas � t� -� i � � DATE : August 29, 2012 GF NO : 1�2459 TO :. CITY OF DENTON, TEXAS-ENGINEERING DEPARTMENT 901-A TEXAS STREET ATTN: PAUL WILLIAMSON DENTON, Texas 76209 m� Rd . �� ,� a �z RE : Owner's Title Policy (Texas Form T-1) regarding the property described in the above referenced �le as MEP & PRR, Abstract #927, Tract 32, Denton County, Texas and being commonly known as 301 N MAYHILL ROAD, DENTON, TEXAS 76208 ("Property"). We are pleased to enclose an Owner's Title Policy No. 91143-8229 from TITLE RESOURCES GUARANTY COMPANY, issued in connection with the purchase of the property 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 property. Gail Green Policy Processor gail@trnt.net Enclosure �� .,�� E�Se�e�C' 525 South Loop 288 Suite #125 *. Denton, Texas 76205 * Office (940) 381-1006 * Meho (940) 243-2913 * Fax (940) 898-0121 File No.: 102459 Policy No, 91143 - 8229 Premium: $775.95 OWNER'S POLICY OF TITLE INSURANCE Issued by Title Resources Guaranty Company 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 78 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLU510NS 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 "encroachment" includes encroachments of existing impro�ements 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 e�ent 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 by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other 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. � �� (:L'Aq.� fi Tltle Resoicrces Gz�a�•ar:ty Co�npan�� o`a r � ////-�) A �� Vf�aY �f O ! C�L�^�l � ( I��ic�c��T �_" �° 1L� .� � .�Z By' An Authonze Signature �->�,� -� ��?a'� Execuhve Vice President �� - 525 S. Loop 2�8, Ste 125 °�- ��" �s.��5 ��.� P ��- D�n4an, TX 76205-4515 Secretary Form T-1: Owner'S PViwy �i i iuc nwuia�wc �i ui vac viny ui icnaa� Effective 2/01/2010 TLTA T-1 OWNER'S POLICY (2/1/10) Policy No.: 9ll 43-8229 TITLE RESOURCES GUARANTY COMPANY SCHEDULE A Name and Address of Title Insurance Company: TITLE RESOURCES GUARANTY COMPANY File No.: 102459 Amount of Insurance: Date of Policy: 1. Name of Insured: $84,399.00 July 1l, 2�12 Policy No.: 91143-8229 CITY OF DENTON, TEXAS, a Texas Home Rule Municipal Corporation 2. The estate or interest in the Land that is insured by this policy is: Fee Simple 3. Title is insured as vested in: CITY OF DENTON, TEXAS, a Texas Home Rule Municipal Corporation a. The Land referred to in this policy is described as follows: s. Premium: $775.95 EE�n(G �11 taZaz ce�taiu lot, tzact or parcel of laucE situaie�i in th41�4.E.A. �; P.RI�. �:o. Survey, r'ibsi�act 1�1uTn�+er 9"?7, City t,f I�entan, Betrto� C:ounty�,lex�s, and ine�n� g� �f that c�r�ain trac� of;an� d�eribe� l�ti� d�ed ta Charl�s D�i��ict Tielson �anJ wife, Janel I. i�iel�na�, rec�rded under County C.let��'s File Number?t�[1D-82�S, Qffieia.l YubIie Records, l�enton Catmi}e, �'exas �O.P.R_D_C.T-), �t�d beie�� Bs�ore. pari7cularly d�serie�zias foll�w�� ::E�CN1VTt'V� rat a 1,'2 inc� iron �ncl foua�d ior tli�� iorf�iea:;t earn�• �f �aid 3�telson �ract and the southeasi �oi�nei• of a ira�i of land des�ribed b}` d�e.tl to Geac�e A. Calharan 4y�ct ��ife„ Ianize: D. C�lhoun, reGarded uuder �o�mty� Clerl:'s File Numb�r 99-�6?4, {i.i'.R.U,C.T., and he:n� in the existiza3.vastar�� i�lis-of-w�y iine DfMayE�iil P.nad; T�NC� St�uili D'? de�rees 6? nafnutes'?� seconds'E�iesi �vsti� #he exisiiu� ivesterl}= right-c�£ u�a�� line ui'ssai�3 NIayhilf Ro�d, a di-.°tanc� of 2ti4.41 I'cec u� � 1; �'rnc�► irota rutl wit}� pellc��.v csp st�7ped °Artl�ur �urveyin� Company" (A.S.G.) set furflie southzast comer �s said Nelsan tr��t and ihe most easterl�� mcsrCh��sC coruer af:i tra�t ofland desc�ri'hed h?=deedtc� Vonnie George, recc�r�l�d zu�der Cnstrurn�nt'�tuinber2�0'_U4477, 4�.1',It.I7.C,T.; T�I=.� NC� 5outh 39 dagrees 4�i minttieK �� sccands WasL, t��iclt the shuti� 1'¢tc c�t sairl �elson traet arbrl a itnrCn linc of s�i�1 c"aear=e ttact, a disiartce af S� ?� feei t� a I�"' ineh iron rod �vidi yelld�r cap stampec� "A.�.C" set f�r comer; 'F&fl�.PWC�'Nocgh �1 de�re�s �� inut�� 3G sccc�rtds East, ov�r ar�d across said Nelson iract, a ai�nce of^�S.i[3 %et tc�r a I,� inch iron iotA with. )+e114�' eaj� stamped ".4�S.C" set for cot-n�r iaa tlaa n�rll� ]ine c�i sai� Neison tract and the south line af s�id �alhoun tracC; TF9�h�E Norila �� de�rees S6 �inutas �0 secon� Ea�t �uith tii�: aDrth Iinc� of said Nelsan g�act �ud tE�e so�th iinc of said Calhou� trac#, � distanGe of S7.dT fes# i� zhe �'O�NT Q?+ B�G��'I�tt�!IG an�i conia;uul� I?.4U6 acr� af la�z�, more or less. _ ,��,_ `�'� Pa e 1 of 3 File No.: 102459 B 08 TLTA—T-1 Owner's Policy TLTA T-1 OWNER'S POLICY (2/1/10) TITLE RESOURCES GUARANTY C�MPANY SCHEDULE B EXCEPTIONS FROM COVERAGE Policy No.: 91143-8229 This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of the terms and conditions of the leases and easements, if any shown in Schedule A, and the following matters: The following restrictive covenants of record itemized below (the Company must either insert specific recording data or delete this exception): Item No. 1 is hereby deleted. 2. Shortages in area. Homestead or community property or survivorship rights, if any, of any spouse of any Insured. 4. Any titles or rights asserted by anyone, including but not limited to, persons, the public, corporations, governments or other entities, a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or b. to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or c. to filled-in lands, or artiiicial islands, or d. to statutory water rights, including riparian rights, or e, to 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. Standby fees, taxes and assessments by any taxing authority for the year 2012, and subsequent years; and subsequent taxes and assessments by any taxing.authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year. 6. The following matters and all terms of the documents creating or offering evidence of the matters (The Company must insert matters or delete this exception): a. Easement executed by W. D. SUTTON to TEXAS POWER & LIGHT COMPANY filed December 1, 1924, recarded in Volume 196, Page 85, Deed Records of Denton County, Texas.(Blanket Easement) b. Easement executed by FRANK D. SUTTON, ETAL to TEXAS POWER & LIGHT COMPANY filed November 25, 1936, recorded in Volume 262, Page 307, Deed Records of Denton County, Texas.(Blanket Easement) Easement executed by FRANK D. SUTTON, ETAL to TEXAS POWER & LIGHT COMPANY filed March 10, 1937, recorded in Volume 264, Page 147, Deed Records of Denton County, Texas.(Blanket Easement) d. Easexnent executed by B. H. WILLIAMS and wife DONA WILLIAMS to TEXAS POWER & LIGHT COMPANY filed June 20, 1947, recorded in Volume 336, Page 183, File No.: ] 02459 Page 2 of 3 08 TLTA — T-1 Owner's Policy TLTA T-1 OWNER'S POLICY (2/1/10) Policy No.: 91143-8229 Deed Records of Denton County, Texas.(Blanket Easement) e. Easement executed by B. H. WILLIAMS and wife DONNA WILLIAMS to TEXAS POWER & LIGHT COMPANY filed June 15, 194$, recorded in Volume 342, Page 37, Deed Records of Denton County, Texas.(Blanket Easement) f. Easement executed by B. H. WILLIAMS to TEXAS POWER & LIGHT COMPANY filed December 8, 1948, recorded in Volume 336, Page 540, Deed Records of Denton County, Texas, and as affected by Quit Claim Deed executed by THE CITY OF DENTON, TEXAS to W. C. TRAIL, filed August 6, 1975, recorded in Volume 753, Page 882, Deed Records of Denton County, Texas. (Blanket Easement) g. Undivided 1/2 interest in Oil, Gas and other Minerals reserved in deed from MRS. ALICE KEITH, a widow to W.C. TRAIL filed July 23, 1956, recorded in Volume 423, Page 371, Deed Records of Denton County, Texas. (Title to said interest not checiced subsequent thereto.) h. Mineral Estate and Interest described in instrument filed July 11, 2012, CC# 2012-74708, Real Property Records of Denton County, Texas. (Title to said interest not checked subsequent thereto.) i. Temporary Construction, Grading and Access Easement from CHARLES DAVID NELSON and wife, JANET L. NELSON, to the CTTY OF DENTON, TEXAS, filed 11, 2012, CC# 2012- 74709, Real Property Records of Dentoii County, Texas. j. Power lines in place; encroachment of existing residence on the West boundary line; as shoum on survey dated July 3, 2012 prepared by Douglas L. Arthur, RPLS #4357. File No.: 102459 Page 3 of 3 OS TLTA — T-1 Owner's Policy EXCLUSIONS FROM COVERAGE 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) environmentai 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. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. 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 Insured 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 1�); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of 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 Covered 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 Titie as shown in Schedule A, 6. The refusal of any person to purchase, lease or lend money on the estate or interest covered hereby in the land described in Schedule A because of Unmarketable Title. CONDITIONS 1. DEFINITION OF TERMS. The following terms when used in this policy 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 Conditions. (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 Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives or next of kin; (B) successors to an Insured 6y dissolution, merger, consolidation, distribution or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration Conveying the Title; (1) If 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-owned 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 knowledge or notice that may be imputed to an Insured by reason 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 law 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 watervvays, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage": 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. (j) "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 released from the obligation to purchase, lease or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE. Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 2/01/2010 The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate 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 of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT. The Insured shall notify 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 loss 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 Insured 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 claim or other defect in Title insured by this policy that is not excluded or excepted from the coverage of this policy, the Company 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 reasonable 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 not 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 Company 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 to be in an amount equal to the current value of 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 PROSECUTION 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 Insured. 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 Insured 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 to do any other act that in its opinion 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. The exercise of these rights shall not be an admission of liability 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 Company brings an action 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 INSURED CLAIMANT TO COOPERATE. (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and 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 liability 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, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of 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 reasonabie 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 subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. (c) If the Insured demands that the Company accept a settiement 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 Insured 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 OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY. 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 Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees and expenses incurred by the Insured Claimant that were authorized by the Company 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 make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Othenvise Settie With Parties Other than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company wili pay any costs, attorneys' fees and expenses incurred by the Insured 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 Insured 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 Insured 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 loss or 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 Title as insured and the value 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) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees and expenses incurred in accordance with Sections 5 and 7 of these Conditions. 9. LIMITATION OF LIABILITY. (a) If 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 or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competentjurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liabllity voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY. All payments under this policy, except payments made for costs, attorneys' fees and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE. The Amount of Insurance 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 Insured 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. PAYMENT OF 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 30 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 Claimant has against any person or property, to the 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 a payment on account 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. ARBITRATION. 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 joinder 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 arbitra6le matters when the Amount of Insurance is $2,00�,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 awar•d rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT. Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 2/01/2010 (a) This policy together with all endorsements, 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 acfion 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 Insurance. Each Commitment, endorsement or other form, or provision in the Schedules to 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. SEVERABILITY. In 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 shall remain in full force and effect. 17. CHOICE OF LAW; FORUM. (a) Choice of Law: The 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 applicable 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 Title 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. NOTICES, WHERE 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 Title Insurance (For Use Only in Texas) Effective 2/01/2010 FT (6/2001) File No.: 102459 TITLE RESOURCES, LLC Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm-Leach-Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of TITLE RESOURCES, LLC. ("TITLE RESOURCES"). We may collect nonpublic personal information about you from the following sources: • Information we receive from you, such as on applications or other forms. • Information about your transactions we secure from our files, or from our affiliates or others. • Information we receive from a consumer-reporting agency. • Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or fornier customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: • Financial service providers such as companies engaged in banlcing, consumer finance, securities and insurance. • Non-financial companies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. FT (6/2001) File No. 102459 TITLE R�SOURCES GUARANTY COMPANY Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm-Leach-Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of. We may collect nonpublic personal information about you from the following sources: • Information we receive from you, such as on applications or other forms. • Information about your transactions we secure from our files, or from our affiliates or others. • Information we receive from a consumer reporting agency. • Inforr�ation that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we ha�e joint marketing agreements: • Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. • Non-financial cornpanies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ASOUT YDU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to lcnow that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. G.F. Number 102459 IMPORTANT NOTICE To obtain information or make a complaint: 1. You may contact your title insurance agent at (940) 351-1006. 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) 381-10o6. 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@tdi.state.tx.us DISPUTAS SOBRE PRIMAS O 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)