2012-081s:\legallour documentslordinances\121audra oaks-lot 21 ordinance.doc
ORDINANCE NO. ZO 12-�g 1
AN ORDINANCE FINDING THAT A PUBLIC USE AND NECESSITY EXISTS TO
ACQUIRE FEE SIMPLE TO AN APPROXIMATE 0.2135 ACRE TRACT LOCATED 1N THE
M.E.P. & P. RAILROAD SURVEY, ABSTRACT NUMBER 1473, CITY OF DENTON,
DENTON COUNTY, TEXAS KNOWN AS LOT 21, BLOCK A, OF BELLAIRE CRO5SING,
1N THE CITY OF DENTON, DENTON COUNTY, TEXAS, ACCORDING TO THE PLAT
THEREOF RECORDED IN CABINET W, PAGE 667, PLAT RECORDS, DENTON
COUNTY, TEXAS LOCATED GENERALLY ALONG THE NORTH L1NE OF PAISLEY
STREET, EAST OF PACE DRIVE (THE "PROPERTY INTERESTS"), FOR THE PUBLIC
USE OF EXPANDING AND IMPROVING THE DENTON MUNICIPAL ELECTRIC
DISTRIBUTION AND TRANSMISSION SYSTEM; AUTHORIZING THE CITY MANAGER
OR HIS DESIGNEE TO MAKE AN OFFER TO AUDRA OAKS HOME BUILDERS, LLC
(THE "OWNER") TO PURCHASE THE PROPERTY INTERESTS FOR THE PURCHASE
PRICE OF THIRTY THOUSAND TWO HUNDRED TWENTY EIGHT AND NO CENTS
($30,228.00), AND OTHER CONSIDERATION, AS PRESCRIBED IN THE CONTRACT OF
SALE (THE "AGREEMENT"), AS ATTACHED HERETO AND MADE A PART HEREOF
AS EXHIBIT "A"; 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; NOW, THEREFORE,
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 fmds and determines that the acquisition
of the Property Interests is necessary for public use to provide electric utility expansion and
improvements to serve the public and citizens of the City of Denton, Texas.
SECTION 2. The City Manager, or his designee, is hereby authorized to make a formal
offer to the Owner to purchase the Property Interests from the Owner and to expend funds in
accordance therewith.
SECTION 3. The City Manager, or his designee, is hereby authorized to execute for and
on 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 "A", with a purchase price of $30,228.00 and
other consideration, plus costs and expenses, all as prescribed in the Agreement; and (ii) 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. 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 sha11 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 7. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the � day of �� , 2012
,
M RK A. U UG i, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
I:
AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By: �� �f
STATE OF TEXA� §
COUNTY OF DENTON §
EXHIBIT "A"
To
Ordinance
CONTRACT OF SALE
NOTICE
YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), 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 Contract of Sale (the "Contract") is made this ��� day of
, 2012, effective as of the date of execution hereof by Seller, as
defin d herein (the "Effective Date"), by and between Audra Oaks Home Builders, LLC,
a Texas limited liability company (referred to herein as "Seller") and the City of Denton,
Texas, a Home Rule Municipal Corporation of Denton County, Texas (referred to herein
as "Buyer").
RECITALS
WHEREAS, Seller owns that certain tract of land being more particularly
described on Exhibit "A", attached hereto and made a part hereof for all purposes, being
located in Denton County, Texas (the "Land"); and
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to buy from Seller,
the Land, together with any and all rights or interests of Seller in and to adjacent streets,
alleys and rights of way and together with all and singular the improvements and fixtures
thereon and all other rights and appurtenances to the Land (collectively, the "Property").
ARTICLE I
SALE OF PROPERTY
For the consideration hereinafter set forth, and upon the terms, conditions and
provisions herein contained, and subject to the reservations herein, Seller agrees to sell
and convey to Buyer, and Buyer agrees to purchase from Seller, the Property.
Seller, subject to the limitation of such reservation made herein, shall reserve, for
itself, its successors and assigns all oil, gas and other minerals in, on and under and that
may be produced from the Property. Seller, its 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 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 (except oil, gas and all associated
hydrocarbons) 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.
ARTICLE II
PURCHASE PRICE AND EARNEST MONEY
2.01 Purchase Price, The Purchase Price to be paid to Seller for the Property is the
sum of Thirty Thousand Two Hundred Twenty Eight and No/100 Dollars ($30,228.00)
(the "Purchase Price").
2.02 Earnest Money. Buyer shall deposit the sum of One Thousand and No/100
Dollars ($1,000.00), as Earnest Money (herein so called) with Title Resources, 525 South
Loop 288, Suite 125, Denton, Texas, 76205-4515, (the "Title Company"), as escrow
agent, within fourteen (14) calendar days of the Effective Date hereo£ All interest earned
thereon shall become part of the Earnest Money and shall be applied or disposed of in the
same manner as the original Earnest Money deposit, as provided in this Contract. If the
purchase contemplated hereunder is consuminated in accordance with the terms and the
provisions hereof, the Earnest Money, together with all interest earned thereon, shall be
applied to the Purchase Price at Closing. In a11 other events, the Earnest Money, and the
interest accrued thereon, shall be disposed of by the Title Company as provided in this
Contract.
2.03 Independent Contract Consideration. Within fourteen (14) calendar days after
the Effective Date, Buyer shall deliver to the Title Company, payable to and for the
benefit of Seller, a checic in the amount of One Hundred and No/100 Dollars ($100.00)
(the "Independent Contract Consideration"), which amount the parties hereby
acknowledge and agree has been bargained for and agreed to as consideration for Seller's
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Page 2 of 21
execution and delivery of the Contract. The Independent Contract Consideration is in
addition to, and independent of any other consideration or payment provided in this
Contract, is non-refundable, and shall be retained by Seller notwithstanding any other
provision of this Contract.
ARTICLE III
TITLE AND SURVEY
3.01 Title Commitment.
(a) Within twenty (20) calendar days after the Effective Date, Seller shall cause to be
furnished to Buyer a current Commitment for Title Insurance (the "Title
Commitment") for the Property, issued by Title Company. The Title
Commitment shall set forth the state of title to the Property, including a list of
liens, mortgages, security interests, encumbrances, pledges, assignments, claims,
charges, leases (surface, space, mineral, or otherwise), conditions, restrictions,
options, severed mineral or royalty interests, conditional sales contracts, rights of
first refusal, restrictive covenants, exceptions, easements (temporary or
permanent), rights-of-way, encroachments, or any other outstanding claims,
interests, estates or equities of any nature (each of which are referred to herein as
an "Exception").
(b) Along with the Title Commitment, Seller shall also cause to be delivered to
Buyer, at Buyer's sole cost and expense, true and correct copies of all instruments
that create or evidence Exceptions (the "Exception Documents"), including those
described in the Title Commitment as exceptions to which the conveyance will be
subject and/or which are required to be released or cured at or prior to Closing.
3.02 Survey. Within thirty (30) calendar days after the Effective Date, Seller shall
cause to be prepared at Buyer's expense, a current on the ground survey of the Property
(the "Survey"). The contents of the Survey shall be prepared by a surveyor selected by
Buyer and shall include the matters prescribed by Buyer, which may include but not be
limited to, a depiction of the location of all roads, streets, easements and rights of way,
both on and adjoining the Property, water courses, 100 year flood plain, fences and
improvements and structures of any kind. The Survey shall describe the size of the
Property, in acres, and contain a metes and bounds description thereo£ Seller shall
furnish or cause to be furnished any affidavits, certificates, assurances, and/or resolutions
as required by the Title Company in order to amend the survey exception as required by
Section 3.05 below. The description of the Property as set forth in the Survey, at the
Buyer's election, shall be used to describe the Property in the deed to convey the Property
to Buyer and shall be the description set forth in the Title Policy.
3.03 Review of Title Commitment, Survey and Exception Documents. Buyer shall
have a period of fifteen (15) calendar days (the "Title Review Period") commencing with
the day Buyer receives the last of the Title Commitment, the Survey, and the Exception
Documents, in which to give written notice to Seller, specifying Buyer's objections to
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Page 3 of 21
one or more of the items ("Objections"), if any. All items set forth in the Schedule C of
the Title Commitment, and all other items set forth in the Title Commitment which are
required to be released or otherwise satisfied at or prior to Closing, shall be deemed to be
Objections without any action by Buyer.
3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall,
within twenty (20) calendar days after Seller is provided notice of Objections, either
satisfy the Objections at Seller's sole cost and expense or promptly notify Buyer in
writing of the Objections that Seller cannot or will not satisfy at Seller's expense.
Notwithstanding the foregoing sentence, Seller shall, in any event, be obligated to cure
those Objections or Exceptions that have been voluntarily placed on or against the
Property by Seller after the Effective Date. If Seller fails or refuses to satisfy any
Objections that Seller is not obligated to cure within the allowed twenty (20) calendar day
period, and if Buyer does not agree in writing to an extension of that period, said
extension to not exceed an additional thirty (30) calendar days, then Buyer has the option
of either:
(a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller
prior to Closing, in which event those Objections shall become Permitted
Exceptions (herein so called), or
(b) terminating this Contract by notice in writing prior to Closing and receiving back
the Earnest Money, in which latter event Seller and Buyer shall have no further
obligations, one to the other, with respect to the subject matter of this Contract.
3.05 Title Policy. At Closing, Seller, at Buyer's sole cost and expense, shall cause a
standard Texas Owner's Policy of Title Insurance ("Title Policy") to be furnished to
Buyer. The Title Policy shall be issued by the Title Company, in the amount of the
Purchase Price and insuring that Buyer has indefeasible fee simple title to the Property,
subject only to the Permitted Exceptions. The Title Policy may contain only the
Permitted Exceptions and shall contain no other exceptions to title, with the standard
printed or common exceptions amended or deleted as follows:
(a) survey exception must be amended if required by Buyer to read "shortages in
area" only (although Schedule C of the Title Commitment may condition
amendment on the presentation of an acceptable survey and payment, to be borne
solely by Buyer, of any required additional premium);
(b) no exception will be permitted for "visible and apparent easements" or words to
that effect (although reference may be made to any specific easement or use
shown on the Survey, if a Permitted Exception);
(c) no exception will be permitted for "rights of parties in possession";
(d) no liens will be shown on Schedule B.
Contract of Sale
Page 4 of 21
Notwithstanding the enumeration of the following exceptions, amendments and/or
deletions, Buyer may object to any Exception it deems material, in its sole discretion.
ARTICLE IV
FEASIBILITY REVIEW PERIOD
4.01 Review Period. Any term or provision of this Contract notwithstanding, the
obligations of Buyer specified in this Contract are wholly conditioned on Buyer's having
determined, in Buyer's sole and absolute discretion, during the period commencing with
the Effective Date of this Contract and ending sixty (60) calendar days thereafter (the
"Absolute Review Period"), based on such tests, examinations, studies, investigations and
inspections of the Property the Buyer deems necessary or desirable, including but not
limited to studies or inspections to determine the existence of any environmental hazards
or conditions, performed at Buyer's sole cost, that Buyer finds the Property suitable for
Buyer's purposes. Buyer is granted the right to conduct engineering studies of the
Property, and to conduct a physical inspection of the Property, including inspections that
invade the surface and subsurface of the Property. If Buyer determines, in its sole
judgment, that the Property is not suitable, for any reason, for Buyer's intended use or
purpose, the Buyer may terminate this Contract by written notice to the Seller, as soon as
reasonably practicable, but in any event prior to the expiration of the Absolute Review
Period, in which case the Earnest Money will be returned to Buyer, and neither Buyer nor
Seller shall have any further duties or obligations hereunder. In the event Buyer elects to
terminate this Contract pursuant to the terms of this Article IV, Section 4.01, Buyer will
provide to Seller copies of (i) any and all non-confidential and non-privileged reports and
studies obtained by Buyer during the Absolute Review Period; and (ii) the Survey.
ARTICLE V
REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS
5.01 Representations and Warranties of Seller. To induce Buyer to enter into this
Contract and consurrunate the sale and purchase of the Property in accordance with the
terms and provisions herewith, Seller represents and warrants to Buyer as of the Effective
Date and as of the Closing Date, except where specific reference is made to another date,
that:
(a) The descriptive information concerning the Property set forth in this Contract is
complete, accurate, true and correct.
(b) There are no adverse or other parties in possession of the Property or any part
thereof, and no party has been granted any license, lease or other right related to
the use or possession of the Property, or any part thereof, except those described
in the Leases, as defined in Article V, Section 5.02(a).
(c) The Seller has good and marketable fee simple title to the Property, subject only
to the Pertnitted Exceptions.
Contract of Sale
Page 5 of 21
(d) The Seller has the full right, power, and authority to sell and convey the Property
as provided in this Contract and to carry out Seller's obligations hereunder.
(e) The Seller has not received notice of, and has no other knowledge or information
of, any pending or threatened judicial or administrative action, or any action
pending or threatened by adjacent landowners or other persons against or
affecting the Property.
(f) The Seller has disclosed to Buyer in writing of any and all facts and
circumstances relating to the physical condition of the Property that may
materially and adversely affect the Property and operation or intended operation
thereof, or any portion thereof, of which Seller has knowledge.
(g) The Seller has paid all real estate and personal property taxes, assessments,
excises, and levies that are presently due, if any, which are against or are related
to the Property, or will be due as of the Closing, and the Property will be subject
to no such liens.
(h) Seller has not contracted or entered into any agreement with any real estate
broker, agent, finder, or any other party in connection with this transaction or
taken any action which would result in any real estate broker commissions or
finder's fee or other fees payable to any other party with respect to the
transactions contemplated by this Contract.
(i) To the best of Seller's knowledge, there has not occurred the disposal or release
of any Hazardous Substance to, on or from the Property.
As used in this Contract, "Hazardous Substance" means and includes all
hazardous and toxic substances, waste or materials, chemicals, and any pollutant
or contaminant, including without limitation, PCB's, asbestos, asbestos-
containing material, petroleum products and raw materials, that are included
under or regulated by any Environmental Law or that would or may pose a health,
safety or environmental hazard.
As used in this Contract, "Environmental Law" means and includes all federal,
state, and local statutes, ordinances, regulations and rules presently in force or
hereafter enacted relating to environmental quality, contamination, and clean-up
of Hazardous Substances, including without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. 9601, et
seq.), as amended by the Superfund Amendments and Reauthorization Act of
1986, the Resource Conservation and Recovery Act (42 U.S.C. 6901, et seq.), as
amended, Toxic Substance Control Act, 15 U.S.C. 2601, et seq., and state
superlien and environmental clean-up statutes and all rules and regulations
presently or hereafter promulgated under or related to said statutes, as amended.
Contract of Sale
Page 6 of 21
(j) All Leases, as defined in Article V, Section 5.02(a), shall have expired or
otherwise terminated and any and all tenants or parties occupying the Property
pursuant to the Leases shall have permanently abandoned and vacated the
Property on or before the date of Closing.
(k) The Seller is not a"foreign person" as defined in Section 1445 of the Internal
Revenue Code of 1986, as amended.
5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer
as follows:
(a) Unless stated otherwise, within ten (10) calendar days after the Effective Date,
Seller, at Seller's sole cost and expense, shall deliver to Buyer, with respect to the
Property, true, correct, and complete copies of the following:
(i) All lease agreements andlor occupancy agreements andlor licenses of any
kind or nature (if oral, Seller shall provide to Buyer in writing all material
terms thereo� relating to the possession of the Property, or any part
thereof, including any and all modifications, supplements, and
amendments thereto (the "Leases").
(ii) All environmental audits, soil tests and engineering and feasibility reports,
including any and all modifications, supplements and amendments thereto,
with respect to the Property that Seller possesses or has the right to
receive.
(b) From the Effective Date until the date of Closing or earlier termination of this
Contract, Seller shall:
(i) Not enter into any written or oral contract, lease, easement or right of way
agreement, conveyance or any other agreement of any kind with respect
to, or affecting, the Property that will not be fully performed on or before
the Closing or would be binding on Buyer or the Property after the date of
Closing.
(ii) Advise the Buyer promptly of any litigation, arbitration, or administrative
hearing concerning or affecting the Property.
(iii) Not talce, or omit to talce, any action that would result in a violation of the
representations, warranties, covenants, and agreements of Seller.
(iv) Not sell, assign, lease or convey any right, title or interest whatsoever in or
to the Property, or create, grant or permit to be attached or perfected, any
lien, encumbrance, or charge thereon.
(c) Seller shall indemnify and hold Buyer harmless, to the extent permitted by law,
Contract of Sale
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from all loss, liability, and expense, including, without limitation, reasonable
attorneys' fees, arising or incurred as a result of any liens or claims resulting from
labor or materials furnished to the Property under any written or oral contracts
arising or entered into prior to Closing.
5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in
this Contract, the representations, warranties, covenants and agreements of Seller
contained in this Contract shall survive the Closing, and shall not, in any circumstance,
be merged with the Special Warranty Deed, as described in Article VII, Section 7.02(a).
ARTICLE VI
CONDITIONS PRECEDENT TO PERFORMANCE
6.01 Performance of Seller's Obligations. Buyer is not obligated to perform under
this Contract unless, within the designated time periods, all of the following shall have
occurred:
(a) Seller has performed, furnished, or caused to be furnished to Buyer all items
required to be so performed or furnished under other sections of this Contract; and
(b) Seller cures or Buyer waives in writing, within the time periods specified in
Article III, all of Buyer's objections made in accordance with Article III.
6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements.
Buyer is not obligated to perform under this Contract unless all representations,
warranties, covenants and agreements of Seller contained in this Contract are true and
correct or have been performed, as applicable, as of the Closing Date, except where
specific reference is made to another date.
6.03 Adverse Change. Buyer is not obligated to perform under this Contract, if on the
date of Closing, any portion of the Property has been condemned by an entity other than
Buyer, or is the subject of condemnation, eminent domain, or other material proceeding
initiated by an entity other than Buyer, or the Property, or any part thereof, has been
materially or adversely impaired in any manner.
6.04 Review Period. Buyer is not obligated to perform under this Contract if Buyer
delivers notice to Seller pursuant to Article IV, Section 4.01 that Buyer has determined
that the Property is unsuitable to or for Buyer's purposes.
6.05 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything
contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive
any of the conditions precedent to the performance of Buyer's obligations under this
Contract by giving to the Seller, at any time prior to Closing, a written waiver specifying
the waived condition precedent.
6.06 Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any
of the conditions precedent to the performance of Buyer's obligations under this Contract
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have not been satisfied by Seller or waived by the Buyer, the Buyer may, by giving
written notice to Seller, terminate this Contract. On Buyer's termination, the Earnest
Money shall be immediately returned to Buyer by the Title Company. The Seller shall,
on written request from Buyer, promptly issue the instructions necessary to instruct the
Title Company to return to Buyer the Earnest Money and, thereafter, except as otherwise
provided in this Contract, Buyer and Seller shall have no further obligations under this
Contract, one to the other.
ARTICLE VII
CLOSING
7.01 Date and Place of Closing. The Closing (herein so called) shall take place in the
offices of the Title Company and shall be accomplished through an escrow to be
established with the Title Company, as escrowee. The Closing Date (herein sometimes
called), shall be ninety (90) calendar days after the Effective Date, unless otherwise
mutually agreed upon by Buyer and Seller.
7.02 Items to be Delivered at the Closing.
(a) Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer or
the Title Company, at the expense of the party designated herein, the following
items:
(i) The Title Policy, in the form specified in Article III, Section 3.05;
(ii) The Special Warranty Deeci, substantially in the form as attached hereto as
Exhibit "B", subject only to the Pertnitted Exceptions, if any, duly
executed by Seller and acicnowledged;
(iii) Other items reasonably requested by the Title Company as administrative
requirements for consummating the Closing.
(b) Buver• At the Closing, Buyer shall deliver to Seller or the Title Company, the
following items:
(i) The sum required by Article II, Section 2.01, less the Earnest Money and
interest earned thereon, in the form of a checic or cashier's check or other
immediately available funds;
(ii) Other items reasonably requested by the Title Company as administrative
requirements for consummating the Closing.
7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in
this Contract and without limiting the general application of the provisions of Section
5.03, above, the provisions of this Article VII, Section 7.03 shall survive the Closing.
The following item sha11 be adjusted or prorated between Seller and Buyer with respect to
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the Property:
(a) Ad valorem taxes relating to the Property for the calendar year in which the
Closing shall occur shall be prorated between Seller and Buyer as of the Closing
Date. If the actual amount of taxes for the calendar year in which the Closing
shall occur is not lcnown as of the Closing Date, the proration at Closing shall be
based on the amount of taxes due and payable with respect to the Property for the
preceding calendar year. As soon as the amount of taxes levied against the
Property for the calendar year in which Closing shall occur is known, Seller and
Buyer shall readjust in cash the amount of taxes to be paid by each party with the
result that Seller shall pay for those taxes attributable to the period of time prior to
the Closing Date (including, but not limited to, subsequent assessments for prior
years due to change of land usage or ownership occurring prior to the date of
Closing) and Buyer shall pay for those taxes attributable to the period of time
commencing with the Closing Date.
7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at
Closing.
7.05 Costs of Closing. Each party is responsible for paying the legal fees of its
counsel, in negotiating, preparing, and closing the transaction contemplated by this
Contract. Seller is responsible for paying fees, costs and expenses identified herein as
being the responsibility of Seller. Buyer is responsible for paying fees, costs and
expenses identified herein as being the responsibility of Buyer. If the responsibility for
such costs or expenses associated with closing the transaction contemplated by this
Contract are not identified herein, such costs or expenses shall be allocated between the
parties in the customary manner for closings of real property similar to the Property in
Denton County, Texas.
ARTICLE VIII
DEFAULTS AND REMEDIES
S.Ol Seller's Defaults and Buyer's Remedies.
(a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any
one or more of the following events:
(i) Any of Seller's warranties or representations contained in this Contract are
untrue on the Closing Date; or
(ii) Seller fails to meet, comply with or perform any covenant, agreement,
condition precedent or obligation on Seller's part required within the time
limits and in the manner required in this Contract; or
(iii) Seller fails to deliver at Closing, the items specified in Article VII,
Section 7.02(a) of this Contract for any reason other than a default by
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Buyer or termination of this Contract by Buyer pursuant to the terms
hereof prior to Closing.
(b) Buyer's Remedies. If Seller is in default under this Contract, Buyer as Buyer's
sole and exclusive remedies for the default, may, at Buyer's sole option, do any of
the following:
(i) Terminate this Contract by written notice delivered to Seller in which
event the Buyer shall be entitled to a return of the Earnest Money, and
Seller shall, promptly on written request from Buyer, execute and deliver
any documents necessary to cause the Title Company to return to Buyer
the Earnest Money;
(ii) Enforce specific performance of this Contract against Seller, requiring
Seller to convey the Property to Buyer subject to no liens, encumbrances,
exceptions, and conditions other than those shown on the Title
Commitment, whereupon Buyer shall waive title objections, if any, and
accept such title without reduction in Purchase Price on account of title
defects and shall be entitled to assert any rights for damages based on
Seller's representations, warranties and obligations that are not waived by
Buyer by its acceptance of Seller's title; and
(iii) Seelc other recourse or relief as may be available to Buyer at or by law,
equity, contract or otherwise.
8.02 Buyer's Default and Seller's Remedies.
(a) Buyer's Default. Buyer is in default under this Contract if Buyer fails to deliver
at Closing, the items specified in Article VII, Section 7.02(b) of this Contract for
any reason other than a default by Seller under this Contract or termination of this
Contract by Buyer pursuant to the terms hereof prior to Closing.
(b) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's
sole and exclusive remedies for the default, may, at Seller's sole option, do either
one of the following:
(i) Terminate this Contract by written notice delivered to Buyer in which
event the Seller shall be entitled to a return of the Earnest Money, and
Buyer shall, promptly on written request from Seller, execute and deliver
any documents necessary to cause the Title Company to return to Seller
the Earnest Money; or
(ii) Enforce specific performance of this Contract against Buyer.
Contract of Sale
Page 11 of 21
ARTICLE IX
MISCELLANEOUS
9.01 Notice. All notices, demands, requests, and other communications required
hereunder shall be in writing, delivered, unless expressly provided otherwise in this
Contract, by telephonic facsimile, by hand delivery or by United States Mail, and shall be
deemed to be delivered, upon the earlier to occur of (a) the date provided if provided by
telephonic facsimile or hand delivery, and (b) the date of the deposit of, in a regularly
maintained receptacle for the United States Mail, registered or certified, return receipt
requested, postage prepaid, addressed as follows:
SELLER: BUYER:
Telecopy
Copies to:
For Seller:
Telecopy:
City of Denton
Paul Williamson
Real Estate and Capital Support
901-A Texas Street
Denton, Texas 76209
Telecopy: (940) 349-8951
For Bu.�
Richard Casner, Deputy City Attorney
City Attorney's Office
215 E. McKinney
Denton, Texas 76201
Telecopy: (940) 382-7923
9.02 Governing Law and Venue. This Contract is being executed and delivered and
is intended to be performed in the State of Texas, the laws of Texas governing the
validity, construction, enforcement and interpretation of this Contract. THIS
CONTRACT IS PERFORMABLE IN, AND THE EXCLUSIVE VENUE FOR ANY
ACTION BROUGHT WITH RESPECT HERETO, SHALL LIE 1N DENTON
COUNTY, TEXAS.
9.03 Entirety and Amendments. This Contract embodies the entire agreement
between the parties and supersedes all prior agreements and understandings, if any,
related to the Property, and may be amended or supplemented only in writing executed
by the party against whom enforcement is sought.
9.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller
and Buyer, and their respective successors and assigns. If requested by Buyer, Seller
agrees to execute, acknowledge and record a memorandum of this Contract in the Real
Property Records of Denton County, Texas, imparting notice of this Contract to the
Contract of Sale
Page 12 of 21
public.
9.05 Risk of Loss. If any damage or destruction to the Property shall occur prior to
Closing, or if any condemnation or any eminent domain proceedings are threatened or
initiated by an entity or party other than Buyer that might result in the talcing of any
portion of the Property, Buyer may, at Buyer's option, do any of the following:
(a) Terminate this Contract and withdraw from this transaction without cost,
obligation or liability, in which case the Earnest Money shall be immediately
returned to Buyer; or
(b) Consummate this Contract, in which case Buyer, with respect to the Property,
shall be entitled to receive any (i) in the case of damage or destruction, all
insurance proceeds; and (ii) in the case of eminent domain, proceeds paid for the
Property related to the eminent domain proceedings.
Buyer shall have a period of up to ten (10) calendar days after receipt of written
notification from Seller on the final settlement of all condemnation proceedings or
insurance claims related to damage or destruction to the Property, in which to
make Buyer's election. In the event Buyer elects to close prior to such final
settlement, then the Closing shall take place as provided in Article VII, above,
and there shall be assigned by Seller to Buyer at Closing all interests of Seller in
and to any and all insurance proceeds or condemnation awards which may be
payable to Seller on account of such event. In the event Buyer elects to close
upon this Contract after final settlement, as described above, Closing shall be held
five (5) business days after such final settlement.
9.06 Further Assurances. In addition to the acts and deeds recited in this Contract
and contemplated to be performed, executed and/or delivered by Seller and Buyer, Seller
and Buyer agree to perform, execute andlor deliver, or cause to be performed, executed
and/or delivered at the Closing or after the Closing, any further deeds, acts, and
assurances as are reasonably necessary to consummate the transactions contemplated
hereby. Notwithstanding anything to the contraxy contained in this Contract and without
limiting the general application of the provisions of Section 5.03, above, the provisions
of this Article IX, Section 9.06 shall survive Closing.
9.07 Time is of the Essence. It is expressly agreed between Buyer and Seller that time
is of the essence with respect to this Contract.
9.08 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are
incorporated in and made a part of, this Contract for all purposes.
9.09 Delegation of Authority. Authority to talce any actions that are to be, or may be,
talcen by Buyer under this Contract, including without limitation, adjustment of the
Closing Date, are hereby delegated by Buyer, pursuant to action by the City Council of
Contract of Sale
Page 13 of 21
Denton, Texas, to Phil Williams, General Manager/Electric Administration of Buyer, or
his designee.
9.10 Contract Execution. This Contract of Sale may be executed in any number of
counterparts, all of which taken together shall constitute one and the same agreement, and
any of the parties hereto may execute this Agreement by signing any such counterpart.
9.11 Business Days. If the Closing Date or the day of performance required or
permitted under this Contract falls on a Saturday, Sunday or Denton County holiday, then
the Closing Date or the date of such performance, as the case may be, shall be the next
following regular business day.
SELLER:
Audra Oaks Home Builders, LLC
:
Name
Title
Executed by Seller on the day of 2012.
BUYER:
:
Executed by Buyer on the � day of � 2012.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
�
BY:
Contract of Sale
Page 14 of 21
�'
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: `�2// .
Contract of Sale
Page 15 of 21
RECEIPT OF AGREEMENT BY TITLE COMPANY
By its execution below, Title Company acknowledges receipt of an executed copy
of this Contract. Title Company agrees to comply with, and be bound by, the terms and
provisions of this Contract and to perform its duties pursuant to the provisions of this
Contract and comply with Section 6045(e) of the Internal Revenue Code of 1986, as
amended from time to time, and as further set forth in any regulations or forms
promulgated thereunder.
TITLE COMPANY:
Title Resources
525 South Loop 288, Suite 125
Denton, Texas 76205-4515
:
Printed Name:
Title:
Contract receipt date: , 2012
Contract of Sale
Page 16 of 21
EXHIBIT "A"
to
Contract of Sale
Legal Description
Lot 21, Block A, of BELLAIRE CROSSING, in the City of Denton, Denton County, Texas,
according to the Plat thereof recorded in Cabinet W, Page 667, Plat Records of Denton County,
Texas.
Contract of Sale
Page 17 of 21
i�
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DATE : August 2, 2012
GFNO: 112103
TO : THE CITY OF DENTON-ENGINEERING
ATTN: PAUL WILLIAMSON
901-A TEXAS STREET
DENTON, Texas 76209
RE : Owner's Title Policy (Texas Form T-1) regarding the property described in the above referenced file
as Lot 21, Block A, BELLAIRE CROSSING, Denton County, Texas and being commonly known as
2817 PAISLEY ST, DENTON, TEXAS 76209 ("Property").
We are pleased to enclose an Owner's Title Policy No. 9 1 1 43-7953 from TITLE RESOURCES GUARANTY
COMPANY, issued in connection with the purchase of the properfy 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 opporfunity 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
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�� ; - ;i� � � ` , F,�
525 South Loop 288 Suite #125 * Denton, Texas 76205 * Office (940) 381-1006 * Meuo (940) 243-2913 * Fax (940) 898-0121
File No.: 112103 Policy No. 91143 - 7953 Premium:_$369.00
OWNER'S POLICY �F 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 18 of the Conditions.
COVERED RISKS
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE
CONDITIONS, TITLE RESOURCES GUARANTY COMPANY, a Texas corporation (the "Company") insures, as of Date of Policy and, to the extent
stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the
Insured by reason of:
1. Title being vested other than as stated in Schedule A.
2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from:
(a) A defect in the Title caused by:
(i) forgery, fraud, undue influence, duress, incompetency, incapacity or impersonation;
(ii) failure of any person or Entity to have authorized a transfer or conveyance;
(iii) a document affecting Title not properly created, executed, witnessed, sealed,
acknowledged, notarized or delivered;
(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;
(v) a document executed under a falsified, expired or otherwise invalid power of attorney;
(vi) a document not properly filed, recorded or indexed in the Public Records
including failure to perform those acts by electronic means authorized by law; or
(vii) a defectivejudicial or administrative proceeding.
(b) The lien of real estate taxes or assessments imposed on the Title by a governmental
authority due or payable, but unpaid.
(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and
complete land survey of the Land.
The term "encroachmenY' includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto
the Land of existing improvements located on adjoining land.
(d) Any statutory or constitutional mechanic's, contractor's, or materialman's lien for labor or materials having its inception on or before Date of
Policy.
3. Lack of good and indefeasible Title.
4. No right of access to and from the Land.
5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting,
regulating, prohibiting or relating to:
(a) the occupancy, use or enjoyment of the Land;
(b) the character, dimensions or location of any improvement erected on the Land;
(c) subdivision of land; or
(d) environmental protection
if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of
the violation or enforcement referred to in that notice.
6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action,
describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.
7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.
8. Any taking 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 su6sequent 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.
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Form T-1: Owner�S Plnu.y �eu�� u��w��y� i.Yiny n� i cnaa�
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Tille Resources Guaranty Compan��
By: t'u.�-,-� ?77 � ?�4n�-
Executive Vice Presidenf ��—
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Secretary �—
Effective 2/01/2010
TLTA T-1 OWNER'S POLICY (2/1/10)
TITLE RESOURCES GUARANTY COMPANY
SCHEDULE A
Name and Address of Title Insurance Company:
File No.: 112103
Amount of Insurance: $30,228.00
Policy No.: 91143-7953
TITLE RESOURCES GUARANTY
COMPANY
Date of Policy: June 14, 2012
1. Name of Insured:
CTTY OF I3ENTON, 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
4. The Land referred to in this policy is described as follows:
Policy No.: 91143-7953
Premium: $369.Q0
Being Lot 21, Block A, of BELLAIRE CROSSING, in the City of Denton, Denton County, Texas,
according to the Plat thereof recorded in Cabinet W, Page 667, Plat Records of Denton County,
Texas.
File No.: ll 2103 Page 1 of 3
OS TLTA — T-1 Owner's Policy
TLTA T-1 OWNER'S POLICY (2/1/10)
TITLE RESOURCES GUARANTY COMPANY
SCHEDULE B
EXCEPTIONS FROM COVERAGE
Policy No.: 91143-7953
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. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or
protrusions, or any overlapping of improvements.
3. Homestead or community property or 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 ar 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.
5. Standby fees, taxes and assessments by any ta�ng 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
unprovements 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. Any encroachments, encumbrances, violation, variation or adverse circumstance affecting the
title that would be disclosed by an accurate and complete land survey of the land.
b. An 8' public utility easement along the South boundary line as shown on plat recorded in Cabinet
W, Page 667, Plat Records of Denton County, Texas.
c. A 10' building line along the rear boundary line(s) and 5' building line along the side boundary
lines of lot as shown on plat recorded in Cabinet W, Page 667, Plat Records of Denton County,
Texas.
d. A 20' building line and 8' electric easement along the front boundary line as shown on plat
recorded in Cabinet W, Page 667, Plat Records of Denton County, Texas.
e. Undivided 1/8�' interest in Oil, Gas and other Minerals reserved in deed from HENRY EXALL to
File No.: 112103 Page 2 of 3
08 TLTA—T-1 Owner's Policy
TLTA T-1 OWNER'S POLICY (2/1/10)
Policy No.: 91143-7953
R.P. MILES filed November 1, 1919, recorded in Volume 170, Page 6, Deed Records of Denton
County, Texas and restated for better description in deed from HENRY EXALL and wife,
DOROTHY BRANNEN EXALL to R.P. MILES filed January 4, 1922, recorded in Volume 182,
Page 310, Deed Records of Denton County, Texas. (Title to said interest not checked subsequent
thereto.)
f. Mineral Estate and Interest described in instrument iiled June 14, 2012, CC# 2012-63727, Real
Property Records of Denton County, Texas. (Title to said interest not checked subsequent
thereto.)
File No.: 112 t 03 Page 3 of 3
08 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) environmental protection;
or the effect of any violation of these laws, ordinances or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage
provided under Covered Risk 5.
(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.
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 10);
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 Title as shown in Schedule A.
6. The refusal of any person to purchase, lease or lend money on the estate or interest cbvered 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 by 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 a�liated 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.
(fl "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 waterways, 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 6e 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 Morkgage 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 reasonable judgment of the Company, it is necessary in the
administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information or
grant permission to secure reasonably necessary information from third parties as required in this 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 settlement offer that is not greater than the Amount of Insurance or if the Insured expressly " `
agrees that a settlement offer should be accepted, the Company has a right to be reimbursed if it has timely asserted its reservation of rights and
notified the 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 Otherwise Settle 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 will 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 Condifions.
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 competent jurisdiction, 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 liability 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 settied 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 tnsured 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 arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at
the option of either the Company or the Insured, unless the Insured is an individual person (as distinguished from an Entity). All arbitrable matters when
the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured.
Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be
� enteretl in ariy 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 2/01l2010
(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 action asserting such claim, shall be restricted to this policy.
(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by
Schedule A of this policy.
(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the
endorsement exp'ressly 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.: 112103
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 RESOURC�S, 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 former 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 banking, consumer finance,
securities and insurance.
• Non-financial companies such as envelope stuffers and other fulfillrnent service providers.
WE DO NOT DISCLOSE ANY NONPUSLIC 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. 112103
TITLE RESOURCES 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 compiiance with the GLBA, we are
providing you with this document, which notifies you of the privacy policies and practices of.
We rnay collect nonpublic personal information about you frorn 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 former 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 banking, consumer finance,
securities and insurance.
• Non-financial companies such as envelope stuffers and other fulfillment service providers.
WE DO NOT DISCLOSE ANY NONPUSLIC 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.
G.F. Number 1121Q3
IMPORTANT NOTICE
To obtain information or make a complaint:
1. You may contact your title insurance agent at (940) 381-1006.
2. You may calf TITLE RESOURCES GUARANTY C�MPANY's toll-fre� telephone number for
information or to make a complaint: (insert underwriter information).
3. You may also write to TITLE RES�URCES GUARANTY COMPANY at (insert underwriter
information).
4. You may contact the Texas Department of Insurance to obtain information on companies,
coverages, rights or complaints at 1-800-252-3439.
5. You may write the Texas Department of Insurance,
P.O. Box 149104
Austin, TX 78714-9104
Fax: (512) 475-1771
Web: http://www.tdi.state.tx.us
E-mail: ConsumerProtection@.tdi.state.tx.us
PREMIUM OR CLAIM DISPUTES:
Should you have a dispute concerning your premium or about a claim you should contact the title insurance
agent first. If the dispute is not resolved, you may contact the Texas Department of Insurance.
ATTACH THIS NOTICE TO YOUR POLICY:
This notice is for information only and does not become a part or condition of the attached document.
AVISO IMPORTANTE
Para obtener informacion o para someter una queja:
1. Puede comunicarse con su agente de seguro de titulo al (940) 381-1006.
2. Usted puede Ilamar al numero de telefono gratis de TITLE RESOURCES GUARANTY COMPANY's
para informacion o para someter una queja al (insert underwriter information).
3. Usted tambien puede escribir a TITLE RESOURCES GUARANTY COMPANY: (insert underwriter
information).
4. Puede comunicarse con el Departamento de Seguros de Texas para obtener informacion acerca de
companias, coberturas, derechos o quejas al: 1-800-252-3439
5. Puede escribir al Departamento de Seguros de Texas:
P.O. Box 149104
Austin, TX 78714-9104
Fax: (512) 475-1771
Web: http://www.tdi.state.tx.us
E-mail: ConsumerProtection@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)
Dento� County
_ Cynth¢a Mitchell
County Clerk
Denton, TX 76202
70 2012 00063727
Instrument Number: 2012-63727
Recorded On: June 14, 2012
Parties: AUDRA OAKS HOME BUILDERS
To
Comment:
Warranty Deed
Total Recording
36.00
36.00
As
Warranty Deed
( Parties listed above are for Clerks reference only )
** Examined and Charged as Follows: **
Billable Pages: 6
Number of Pages: 6
************ 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: 2012-63727
Receipt Number: 916434
Recorded Date/Time: June 14, 2012 02:19:55P
User / Station: S Parr - Cash Station 3
Record and Return To:
TITLE RESOURCES
WILL CALL
DENTON TX 76205
..,...,;,,
����
��.H,�`'4��+'"�'�
THE STATE OF TEXAS }
COUNTY OF DENTON }
I hereby certify that thls instrument was FILED in the File Number sequence on the dateltime
printed heron, and was duly RECORDED in the Official Recards of Denton County, Texas.
�j�A�'du.l.�
County Clerk
Denton County, Texas
��i�i��
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 Audra Oaks Home Builders, LLC, a Texas limited liability company (herein called
"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 acknowledged and confessed,
subject to the reservations set forth below, 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 Exhibit "A", 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 fi�ctures thereon and all other rights and appurtenances
thereto (collectively, the "Property").
Grantor, subject to the limitation of such reservation made herein, reserves, for itself, its
successors and assigns all oil, gas and other minerals in, on and under and that may be produced
from the Property. Grantor, its 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, tanlcs 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 (except oil, gas and all associated
hydrocarbons) 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 subject to the following:
1. Any encroachments, encumbrances, violation, variation or adverse circumstance
affecting the title that would be disclosed by an accurate and complete land survey of
the land.
2. An 8' public utility easement along the South boundary line as shown on plat
recorded in Cabinet W, Page 667, Plat Records of Denton County, Texas.
3. A 10' building line along the rear boundary line(s) and 5' building line along the
side boundary lines of lot as shown on plat recorded in Cabinet W, Page 667, Plat
Records of Denton County, Texas.
4. A 20' building line and 8' electric easement along the front boundary line as
shown on plat recorded in Cabinet W, Page 667, Plat Records of Denton County,
Texas.
5. Undivided 1/8th interest in Oil, Gas and other Minerals reserved in deed from
HENRY EXALL to R.P. MILES filed November l, 1919, recorded in Volume 170,
Page 6, Deed Records of Denton County, Texas and restated for better description
in deed from HENRY EXALL and wife, DOROTHY BRANNEN EXALL to R.P.
MILES filed January 4, 1922, recorded in Volume 182, Page 310, Deed Records of
Denton County, Texas.
TO HAVE AND TO HOLD the Property, together with all 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 when the claim is by, through, or under Grantor but not
otherwise.
EXECUTED the � day o , 2012
Audra Oaks Home Builders, LLC
By:
� cor�+C C . �j o �k3eN,�
Name
y�•�,..-- �h..�L.�
Title
ACKNOWLEDGMENT
THE STATE OF �C!� §
COUNTY OF /�'-/�77�11 §
��This� strument was acknow� ged before me on ��/'i�/� by
�a ��x7n of Audra Oaks Home Builders, LLC, a Texas
limit liability company, on b a1f of said limited liability company.
v K�B�AK
0
�e�' NOTA�Y PTEX1Pw
_� p STASE �F u� Z�, 2013
A � MY �°mm EKP' J Y
F �
Notary P blic, State of Texas
My commission expires:
Upon Filing Return To:
The City of Denton-Engineering
Attn: Paul Williamson
901-A Texas Street
Denton, TX 76209
Property Tax Bills To:
City of Denton Finance Department
215 E. McKinney Street
Denton, Texas 76201
Exhibit "A"
To
Special Warranty Deed
Lega1 Description
Lot 21, Block A, of BELLAIRE CROSSING, in the City of Denton, Denton County, Texas,
according to the Plat thereof recorded in Cabinet W, Page 667, Plat Records of Denton County,
Texas