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2012-107s:\legallour documentslordinances\12Utaeussler properties acquisition ordinance.doc ORDINANCE NO. 2� 12-1 �7 AN ORDINANCE FINDING THAT A PUBLIC USE AND NECESSITY EXISTS TO ACQUIRE FEE SIMPLE TO A 1.968 ACRE TRACT IN THE M.E.P. & P.R.R. CO. SURVEY, ABSTR.ACT 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 1200 BLOCK OF SOUTH MAYHILL ROAD (THE "PROPERTY 1NTERESTS"), 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 HAEUSSLER PROPERTIES, LP (THE "OWNER") TO PURCHASE THE PROPERTY INTERESTS FOR THE PURCHASE PRICE OF TWO HUNDRED ELEVEN THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS ($211,500.00), AS PRESCRIBED IN THE CONTRACT OF SALE (THE "AGREEMENT"), AS ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT "B"; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AUTHORIZING RELOCATION EXPENDITURES; 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 welfaxe and convenience require the acquisition of the Property Interests by the City of Denton, Texas (the "City"). The City Council hereby iinds 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 authorized 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 E�ibit "B", with a purchase price of $211,500.00 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. The City Manager is authorized to malce expenditures in accordance with (i) the terms of the Agreement; and (ii) if applicable, Ordinance No. 2412-073, 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. This ordinance shall become effective immediately upon its passage and PASSED AND APPROVED this the ��tl day of , 2012. MARK A. U OUG� S, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: � � APPR ED A TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: EXHIBIT "A" � to Ordinance (Property Interests) � �1 ��h�.�• �ur�eyi�� ��., Inc. .�''�-a;�`�ss�zfax.�:�.Y �.axzr3' �'urv�yc�rs T5,<7. Lio-�: �4 �.'1,c�visvil}v, 'T`exas 75007 f.7t%icc: (972) 22.t-�>4:,i9 .... Z� t�x: (972) 221-4fy7> EXHIBIT "A" MAYH�LL ROAD RiGHT-OF-WAY PARCEL M120 1.968Acres City of Denton, Denton County, Texas BEING all that certain Iot, tract or parcel of land situated in the M.E.P. & P.R.R. Co. Survey, Abstract Nwnber 927, City of Denton, Denton County, Texas, and being all of that certain tract of land described by deed to Haeussler Properties, LP, recorded in Tnstrument No. 2009-36103, Deed Records, Denton County, Texas (D.R.D.C.T.), and being more particularly described as follows: BEGINN7NG at a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASC) set for corner in the west line of Mayhill Road and being the Northeast corner of said Haeusslertract, same point being the Southeast corner of a remainder tract described by deed to Lee Ann Phillips, recorded under County Clerk's File Number 96- 878, Real Property Records, Denton County, Texas; THENCE South 02 degrees 3S minutes 59 seconds West, with the west line oi Mayhill Road, a distance of 294.69 feet to a 1/2 inch iron rod with yeliow cap stamped "ASC" set for corner at the intersection of the West line of Mayhill Road with the North line of Spencer Road; , THENCE South 89 degrees 43 minutes 23 seconds West, with the North line of Spencer Road, a distance of 290.00 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for the corner, same point being the Southeast comerof tract of land described by deed to Ralph W. Bridges, recorded under County Clerk's File Number 97-9761, Real Property Records, Denton County, Texas; THENCE North 02 degrees 35 minutes 59 seconds East, east line of said Bridges tract, a distance of 292.19 feet to a 1/2 inch uon rod with yellow cap stamped "ASC" set for corner, same point being the Southwest corner of said Phillips remainder nact; TH�NCE North S 8 degrees 14 minutes 41 seconds East, with the south line of said Phillips remainder iract, a distance of 290.47 feet to the POINT OF B�GINNING and containing 1.968 acres of land. C1107131-36 Parcel M120 '�i ���' EXHIBIT "A" - to Ordinance (Property Interests) ��� �-� �'�� �� �Jq ^Q�'r � ��,�� �' . ;Y �,�r .����'i �'�� I I I I I I I.R.S. �" 1.968 Acres Haeussler Properties, L.P. Instrument No. 2009-36103 Parcel M120 (ss,714 sq. ft.) Ralph W. Bridges CC# 97-9781 (remalnder) Lee Ann Phiflips Affidavit of Neirship C.C.#96-878 Remainder of Volume 334, Page 364 N88°14'41"E 290.47' 5�8„ I.R.F. w �� 0 �n �^ a� � i W � �� h� ;,� cd o `r z I I 1 f I 1J shed � buJldtng r�-�-•-•-•-•-•-• i i � shed � � � barn n I �"—'-�---� � buildln- �J .. � N89'36'02"W 1 296.60� � oHr — �HP ._� OHP --7" ��P __ � u �HP OHP --- aHP -- OHP ` a.a...e �X Fnd. ����...������.����•�� o- 1.R.S. S89°43`23"W 290.�0' SPENCER ROAD (Variable Width ROW) EXHIB IT "B " Ma yhill Road Right--of--Way Parce.t 1VI120 1.968 Acre M.E.P. & P.R.R. Co. Survey, Abstract Number 927 City of Denton Denton County, Texas -- 20'12 -- a N R.S. � N 100 0 50 100 SCALE: 1"=100' Bearings shown hereon besed on the City of Denton GIS Network. 'T.P.&L. £asement Vo1. 316, Pg. 1 D& uo� 4s�. P9. 164 � ��y� t-�-I a�' .� �� �� C � � NOTES: . I.R.F. = Iron Rod Found . I.R.S. =1/2" Iron Rod Set with yellow cap stamped "Arthur Surveying Company" • All impravements not shown hereon. • Blanket Easements recorded in Vol. 199, Pg. 616 & Vol. 3G1, Pg. 265 as affected by Vol. 367, Pg. 242 include this tract. OHP �— OHP -- R. S. rthur Surveying Co., Inc. Professional Land Suz^v'eyors P.O.Box 54 - Lewisville, Tegas 75067 Office: (972) 221-9439 Fas: (972) 221-4675 Established 1986 STATE OF TEXAS § COUNTY OF DENTON § 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 %°�7 — day of , 2012, effective as of the date of execution hereof by Seller, as defined her in (the "Effective Date"), by and between Haeussler Properties, LP, a Texas limited partnership (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" and depicted on Exhibit "B", both 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 tanlc 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 Two Hundred Eleven Thousand Five Hundred and No/100 Dollars ($211,SOO.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, LLC, 525 South Loop 288 , Suite 125, Denton, Texas, 76205 (the "Title Company"), as escrow agent, within fourteen (14) calendar days of the Effective Date hereof. All interest earned thereon shall become part of the Earnest Money and shall be applied or disposed of in the same manner as the original Earnest Money deposit, as provided in this Contract. If the purchase contemplated hereunder is consummated in accordance with the terms and the provisions hereof, the Earnest Money, together with all interest earned thereon, shall be applied to the Purchase Price at Closing. In all other events, the Earnest Money, and the interest accrued thereon, shall be disposed of by the Title Company as 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 check in the amount of One Hundred and No/100 Dollars ($100.00� (the "Independent Contract Consideration"), which amount the parties hereby acltnowledge and agree has been bargained for and agreed to as consideration for Seller's execution and delivery of the Contract. The Independent Contract Consideration is in Contract of Sale 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 sha11 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 sha11 include the matters prescribed by Buyer, which may include but not be limited to, a depiction of the location of a11 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 thereof. 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 sha11 have a period of fifteen (15) calendar days (the "Title Review Period") commencing with the day Buyer receives the last of the Title Commitment, the Survey, and the Exception Documents, in which to give written notice to Seller, specifying Buyer's objections to one or more of the items ("Objections"), if any. All items set forth in the Schedule C of Contract of Sale 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 fiuther obligations, one to the other, with respect to the subject matter of this Contract. 3.04.A Additional Title Commitment. Due to the fact that the effective period of the Title Commitment shall expire prior to Closing, Seller shall cause to be furnished to Buyer, no earlier than ninety one (91) calendar days after the Effective Date and no later than one hundred ten (110) calendar days after the Effective Date, a Title Commitment ("Updated Commitment"), in the form of the Title Commitment prescribed by Section 3.01, above. Buyer shall have fifteen (15) calendar days to review and provide Objections, if any, to the items in the Updated Commitment in the same manner as prescribed by Section 3.03 related to the Title Commitment. All time periods related to review and cure of the Objections, waiver of uncured Objections and termination of this Contract, as set forth in Article III, above, shall be applicable to the Objections by Buyer to the Updated Commitment, if any, and Closing sha11 be so extended to accommodate such review and cure period. 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 Contract of Sale 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 pernutted for "rights of parties in possession"; (d) no liens will be shown on Schedule B. Notwithstanding the enumeration of the following exceptions, amendments and/or deletions, Buyer may object to any Exception it deems material, in its sole discretion. ARTICLE IV FEASIBILITY 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 consummate 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, Contract of Sale 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 marlcetable fee simple title to the Property, subject only to the Permitted Exceptions, (d) The Seller has the fu11 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 lcnowledge 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 lcnowledge. (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 brolcer 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 ar that would or may pose a health, safety or environmental hazard. Contract of Sale 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. (j) All Leases, as defined in Article V, Section 5.02(a), shall have expired or otherwise terminated and, subj ect to applicable law and the Relocation Ordinance, as defined below, 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 and/or occupancy agreements and/or licenses of any lcind or nature (if oral, Seller shall provide to Buyer in writing all material terms thereof) 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 Contract of Sale Closing. (ii) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing concerning or affecting the Property. (iii) Not take, 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, 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. Contract of Sale 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 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 Se11er 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 talce 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 one hundred and eighty (180) 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 Deed, substantially in the form as attached hereto as Exhibit "C", subject only to the Permitted Exceptions, if any, duly executed by Seller and acknowledged; (iii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. (b) Buyer• At the Closing, Buyer shall deliver to Seller or the Title Company, the Contract of Sale following items: (i) The sum required by Article II, Section 2.O1, less the Earnest Money and interest eaxned thereon, in the form of a check 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 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 t�es for the calendar year in which the Closing shall occur is not known as of the Closing Date, the proration at Closing shall be based on the amount of taxes due and payable with respect to the 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 lcnown, 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 Closing Date) 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. Contract of Sale ARTICLE VIII DEFAULTS AND REMEDIES 8.01 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 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) Seek 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 Contract of Sale 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. 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 and received, 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: Haeussler Properties, LP Telecopy. Copies to: For Seller: Telecopy: BUYER: City of Denton Paul Williamson Real Estate and Capital Support 901-A Texas Street Denton, Texas 76209 Telecopy: (940) 349-8951 For Buver: Richard Casner, Deputy City Attorney City Attorney's Office 215 E. McKinney Denton, Texas 76201 Telecopy: (940) 382-7923 Contract of Sale 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 1N, AND THE EXCLUSIVE VENUE FOR ANY ACTION BROUGHT WITH RESPECT HERETO, SHALL LIE 1N DENTON COLTNTY, 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, acicnowledge and record a memorandum of this Contract in the Real Property Records of Denton County, Texas, imparting notice of this Contract to the public. 9.05 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 taking 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) Consuinmate 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 of any improvement located on 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 andJor delivered by Seller and Buyer, Seller and Buyer agree to perform, execute and/or deliver, or cause to be performed, executed Contract of 5ale and/or delivered at the Closing or after the Closing, any further deeds, acts, and assurances as are reasonably necessary to consummate the transactions contemplated hereby. Notwithstanding anything to the contrary contained in this Contract 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 E�ibits. 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, taken 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 Denton, Texas, to Frank Payne, P.E., City Engineer 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. 9.12 Relocation. Relocation 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 Contract. SELLER: Haeussler Properties, LP, a Texas limited partnership By: _ Name: Title: Executed by Seller on the day of Contract of Sale 2012. BUYER: By: GEO GE . CAMPBELL, ITY MANAGER �d� Executed by Buyer on the ��J — day of , 2012. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: � Contract of Sale 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, 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 Contract of Sale EXHIBIT "A" - to Contract of Sale � � rthu�- Surveylr�g �o., Inc� � P' �CY].''S .�'.x-c�t��.s�inna� �arxc� �'•��v ,y 7P.(j. 't3o�: 54 -. T,.czvisville, 'T`exns 750G7 t7tl:xc;a: (972) 221-�4:.39 . _ I; ��: (97�) �21-4C75 EXHIBIT "A" MAYHILL ROAD RIGH'T-OF-WAY PARCEL M120 1.968Acres 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 all of that certain tract of land described by deed to Haeussler Properties, LP, recorded in Instrument No. 2009-36103, Deed Records, Denton County, Texas (D.R.D.C.T.), and being more particularly described as follows: BEGTNNING at a l/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASC) set for corner in the west line of Mayhill Road and being the Northeast corner of said Haeusslertract, same point being the Southeast corner of a remainder tract descrihed by deed to Lee Ann Phillips, recorded u��der County Clerk's File Number 96� 878, Real Property Records, Denton County, Texas; THENCE South 02 degrees 35 minutes 59 seconds West, with the west line of Mayhill Road, a distance of 299.69 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner at the intersection of the West line of Mayhill Road with the North line of Spencer Road; THENCE South $9 degrees 43 minutes 23 seconds West, with the North line of Spencer Road, a distance of 290.00 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for the corner, same point being the Southeast cornerof tract of land described by deed to Ralph W. Bridges, recorded under County Clerk's File Number 97-9761, Real Property Records, Denton County, Texas; THENCE North 02 degrees 35 minutes 59 sec�nds Bast, east line of said Bridges tract, a distance of 292.19 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for comer, same point being the Southwest corner of said Phillips remainder hact; THENCE North 88 degrees 14 minutes 41 seconds East, vtrith the south line of said Phillips remainder tract, a distance of 290.47 feet to the POINT OF BEGINNING and containing 1.968 acres of land. C 1107131-36 Parcel M120 EXHIBIT "B" - to Contract of Sale �5���1 � �� �q •��S �� �� ., �.�`�� �` ,�. Lee Ann Ph1111ps . � �f�C�C#96 878hrP ,(' �� I �/ � Remainder of yolume �'�' I 334, Page 364 � � N88°14'41"E 290.47`� I. R. S. ....���+�+�r....■^"�� shed � 1.968 Acres Ralph W. Bridges � Haeussler Properties, L.P. CC# 97-9781 (remalnder) � Insirument No. 2��9-36103 bulldfng "X" Fnd. 0--- �,� Parcel 1YI120 (85,714 sq. ft.) N� i . . . . . , . i � shed [] i ba n� - ~i C � building � N89 36'02"W � 296.6�� p p�OHP OHP -� OHP ---}� OHP --- OHP �HP OHP � ,—, �����..�������.�..�� I.R.S. ��� T��., .. SPENCER ROAD (Variable Width ROW) EXHIB IT "B " Mayhill Road Ri�;ht--of --Way Parcel M�.20 1.968 Acre M.E.P. & P.R.R. Co. Survey, Abstract Number 927 City of Denton Denton County, Texas -- 20 � 2 -- 5/8„ I.R.F. u �o F^ -n i� I W � �� �� M� O � z I I I 1 I J r� / I 0 I I R. S. II� � I1� I' � W � N � ��3 �b �� �� ��� �� I v°� �� � � N 100 0 50 ]00 SCALE; 1"= 100' Bearings shown hereon based on the City of Denton GIS Network. NOTES: • . I.R.F. = Tron Rod Found Eap�m�� t� � I.R.S. =1/2" Iron Rod 5et with '. P9• 164 yellow cap stamped "Arthur Surveying Company" • All improvements not shown hereon. • Blanket Easements recorded in Vol. 199, Pg. 616 & Vol. 347, Pg. 265 as affected by Vol. 367, Pg. 242 1T1CIU(I0 tY11S tT2CE. Q'�o'°�1ST�=���:,f,9 � — OHP — OHP —� ��` Q•� .C��. '� e09" e �'" d R.S. ����rtk-��.%;:, .....;s �fF�i�� •..o i:: ;. � i .�. � �.1 �',�,'°�'���'�. ..�e. e�;.�o ��,�°;_ :� � J � • � � � rthur Surveying Co., Inc. �rof�sro�r �a s��4� P.O.Box 54 – Lewisville, Tegas 75067 Office: (9'72) 221-9439 Fas: (972) 221-4675 Established 1986 -� -� i�� z� v� NOTICE OF C0�1FZ�ENTIALITY RiGHTS: IF YOU AI� A NATURAL PERSON, "YOU MAY REM[OV1E OR STRIKE ANY OR ALL QF THE FOLLOWING INF4�2MATXON FROM ANY INSTItU1V�EN�T THAT T�2ANSFEIZS AN INTEREST IN REAL PROPERTY BEFORE XT IS FILED FOR RECU� T1�T '�iE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YDUR DRIVER'S LIC�I�TS� N�C7MSER. SPEC�AL 'WA1t12ANTY DEEI� STATE UF TEXAS COUNTY OF DENTON § § § KN�W ALI., MEN BY THESE PRESENTS: That HAEUSSLER PR.OPERTIES, L.P., a Texas limited partnership (herein called "Grantor"), for and in considerat�pn o:f the suaa� of TEN AND NO/100 DOLLARS ($10.0�), and other good and �aluable consideration to Grar�tar in hand paid by the CITY OF DENTON, T'EXAS, a Texas Home Rule Municipal Corporation {herein called "Grantee"), 215 E. McKinney, Denton, Texas 7b201, the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTEA, SOLA and CONVEYED, and by these presents does GRAI�TT, SELL and CONVEY, unto Grantee a11 the real property in ]7enton Cou�nty, Te�as being particularly described in Exl�ibit "A", and depicted on Exhibit "B", both attached herata azxd �n.ade a pa.�� hereaf for a.tX purposes, and being located in Denton Coun�ty, Texas, toge�.her witla any and a11 riglxts a� ��terests of Grantor in and ta adjaceilt streets, alleys a�id rights of way and together vvith all an.d singuiar the improvem.enfis and fixtures thereon and a.Il othex rights and ap�urtenances thereto (collectively, tlae "Property"). Gxantor, subject to the limitation of such tesez-vation made herein., xeserves, for itself, its successors and assigns all oil, gas and other mznera.�s in, on and under and that nzay bE produced from the �'rc�perty. Crrantor, iis successors and assigns shaJl not have the right to use or access the surface of the Property, in any way, mannex a�r �orm, in connection r�riYh ox related to the reserved oil, gas, and other minerals a�.dlor relaied to exploration ancUor productian o�' the oil, gas and other minerals reserved hexein, including without limitation, use or access of the suz�aee of the Praperty :Eor the location of any well or drill sites, we11 bores, whethex vertical or arty deviation from vertical, water wells, pit areas, seismic acfiivities, tanks or tank batteries, pipe�ines, roads, electricity or other utilifiy infrastructure, andlor for subjacent or laiex�al support for any surface faciliiies or well bores, or any other infrasiructure ar improvexnent of any kind or type in connection vv�ith or reIaied to �e reserved pil, gas and other z�inerals, and/or related to the e�ploration o�- production of same, As used hexein, the term "minerals" shall include oil, gas and all associated hydrocarba�s azzd shall exclude (i) a�1 substances (except oil and gas) that any reasonabie extraction, mining ox other exploration andlor production rnethod, operation, process ar pracedure would consume, deplete or destroy the surface of the �xaperty; and (ii) ail substances (except oiI and gas} which are at ox near the surfac� of the Praperty. The intent o� �tkae pat�ies hereto is that ihe meaning of the teixx� "�nninerals" as utilized herein, shall be in accordance with that set forth iix Reed v, Wylie, S97 S. W.2d 743 (Tex. 1980}. As used herein, the tenn "surface of the Propexty" shall iriclude the area from the su�rface of the earth to a depth of five hundred feet (SQO') below ihe surface of the eaxtk� and al1 areas above the surface of the eart�Z. Exceptions to conveyance and war.�ran.ty: 1. Easement executed by H.V. HENNEN to LONE STAR GAS COMPANY filed August 24, 1925, record�d in Volume 199, Pag� 61.6, Deed Records of Denton County, Te�as. 2. Easezn.Ent executed by W.H. BENT�,EY and wife, M,A.RY �NN BENTLEY to 'iEXAS POWER & LIGH�' COMPANY filed July 23, 1945, recorded in Voluzx�e 316, Page 10, Deed Records a£Denton County, Texas. 3. Easement executed by W.H. BE�T'Z'LEY and wife, MAYE A. BEI�iTLEY to SINCLAIR REFTNING COMPANY filed Dece�ber 20, 1947, recorded in Volume 341, Page 265, Aeed Records of Denton County, Texas; assigned to SINCLAIR PIPE LINE CaMP�NY, filed January 22, 19S 1, xecorded in Volume 367, Page 242, Deed Records of Dentvn Couniy, Texas. Page 2 TO HAVE AND TO HQLD the Property, together with all and singular the rights and appurtenances thereta in anywise beloriging unto Grantee and Grantee's successnrs and assigns farevex; and Grantor does hereby bind Grantqr at�d Grax�.tor's successars and assigns to WARRANT AND F�R.EVER DEFEND all and singular the Propexty unto Grantee and Grantee's successors and assigns, against ever� person. whor�soever lawfully cla.irzxi�n.g or ta claim the same or any pai�t ihereof, by, through or under Grantox, but not otherwise. � EXECUTED �lie L1� � day oi � , 2QX 2. HAEUSSLER �'�22.OPERT�ES, I.,.P., a `Z'exas limited partnexship / B�. ;, � Name_ Mary Ann Haeusslex Title: General Partner ACKNOWLEDGMENT n THE STATE OF � �--�§ C4UNTY O < <;, § 'Z'his instrument was aclaiqwledged before me on ��I �Ll2e i 2—, 2QX� �y Mary Ann Haeussler, Crenexal Part�er af HA.EUSSLER PROPERTl'�S, L.P., a Texas limited �azta�ership, on b�half o� saad limited pai-�nership. MARIO LASHON LIDDELL NOTARY PUBLIC - ARIZONA MARICOPA COUNTY .; , My Commission Expires February 13, 2016 Upon Fil�z�g Return To: The City of Denton-E�.gineering A�ttra_: Paul WilliaYx�son 901-A Texas Street Denton, Texas 76209 Page 3 � G� � -� h ����� N t 'c �St �,� �„ My cornmission expires: �-z i 3�� /� Properiy Ta� Bills To: City of Denton Finance Department 2 X 5 E. McKinney Street Denton, Texas 76201 rthur Surveying Co., I nc. t�.rviiessiv.r.�ad .�,.�x�d Sass�reyox-s P.O. Bo�c 54 -- Lewisville, Tetas 75067 OfFice: (972) 221-9439 --- Faa: (97�) 221-4675 E7�LHIBIT "A" MAYHILL ROAD RIGHT-OF-WAY PARCEL M120 1.968 Acres City of Denton, Denton Connty, Texas BEING all that certain lot, tract or parce! of land situated in the M.E.P. & P.RR. Co. Survey, Abstract Number 927, City of Denton, Denton County, Texas, and bein� all of that certain tract of land described by deed to Haenssler Properties, LP, recorded in Instrument No. 2009-36103, Deed Records, Denton County, Texas (D.R.D.C.T.), and being more particularly desciibed as follows: BEGINNING at a 1/2 inch iron zod with yellow cap stamped "Arthur Surveying Company" (ASC) set for comex in the west line of Mayhill Road and being the Northeast corner of said Haeusslertract, same point beina the Southaast corner of a remainder tract descrbed by deed to Lee Ann Phillips, recorded under County Clerk's File Number 96- 878, Real I'roperty Records, Denton County, Texas; THENCE South 02 de�rees 35 minutes 59 seconds �Vest, with the west line of Mayhill Road, a distance of 299.69 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for comer at the intersecrion of the West line of Mayhill Road with the North line of Spencex Road; THENCE South 89 degrees 43 minutes 23 seconds West, with the North line of Spencer Road, a distance of 240.00 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for the corner, same point being the Southeast cornerof tract of land described Uy deed to Ralph W. Bridges, recorded under County Clerk's File Number 97-97b1, Real Property Records, Denton Couiity, Texas; THENCE North 02 degrees 35 minutes 59 seconds East, east line of said Bridges tract, a distance of 292.19 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for comer, same point being the Southwest corner of sai�d Phillips remainder tract; THENCE North 88 degrees 14 minutes 41 seconds East, with the south line of said Phillips remainder tract, a distance of 290.47 feet to tl�e POYI�TT OF SEG]'NNIl\TG and containing 1.968 acres of land. �, I 1'!� I C1107131-36 Parcel M 120 �5 �d ���,�� �g ���r �'��e� � . ����� � .��� I Lee Ann Phillips ��;= Affidavit of Heirship ' � C.C.#96-878 �� � Remainder of Volume r�.�:' I 334, Page 364 5/8" I.R.F. w �� 0 r^ o� z I W � �� u� �O ;.� co O `t Z I I I 1 I J r� � � N88°14'41 "E 290.47' a I.R.S. �����.�rrsi..-.r�� I.R.S. shed N 100 0 50 100 SCALE: 1" =100' Bearings shown hereon based on tl�e City of Denton GIS Network. NOTES: • I.R.F. = Iron Rod Found T.P.ac�. Eosement � I.R.S. = 1/2" Iron Rod Set with 1.968 Acres I' voi. sis, Pg. 10 & � uol, 431, Pg. 164 yellow cap stamped "Arthur Ralph W. Bridges � Haeussler Properties, L.P. � CC# 97-9761 (remainder) I Instrument No. 2009-36103 building I_ �,� Parcel M120 (ss,714 sq. ft.) �� e Q� �� ��� �o I � N �._'_,_._._.—.—•�! °; � W� I �1� � al � 1 � °� �,�, �I � shed �. � h �,,,,� m M � barn� � � N �� ZI ~� .���� � I � � I � buildfng � 1 I � � � o� N89'36'02"W Z96.6O � 0 p-� OHP OHP — OHP OHP OHP — OHP — OHP �— OHP — OHP "X" Fnd. a �.��������� �� o--- i.R. s. SS9°43'23 "W 290.00' � I. R. S. SPENCER R�AD � (Variable Width ROW) I EXHIB IT "B " Mayhill Road Ri ht—of—Wa Parcel M120 1.968 Acre M.E.P. & P.R.R. Co. 5urvey, Abstract Number 927 City of Denton Denton County, Texas -- 2012 -- Surveying Company" • All improvements not shown hereon. • Blanket Easements recorded in Vol. 199, Pg. 616 & Vol. 316, Pg. 10 as affected by Vol. 367, Pg. 242 include this tract. � c - . �� � ,� � • � i� ,.• c � •� � C,:1/�i � ', � � � �'/ ,� �' ^,. . ` ' � j./ � � '�•�' � 1 � 3URVEYORS CERTIFlCATION: TLe uudersigned does hereby cer(ify m Tide Resources (G.F. No.102625) t6at tl�is survey was t6is day made on tfie ground of the property legally described fiereon and is correcf, and to the best of myknowledge, there areno visi6le discrepencies, conflicts, sfiormges in azea, boundaryline conflicfs, encroachments, overlapping ofimpmvements, easements or rights of way thaf I have 6een advised of except as shown Hereon. rthur Surveying Co., Inc. Professioaal Land Surveyors P.O.Bos 54 — Lewisville, Tesas 75067 Office: (972) 221-9439 Fag: (972) 221-4675 Establiahed 1986 Denton County Cyn'thia Mitchell County Clerk Denton, TX 76202 70 2D12 OD146103 Instrument Number: 2012-146103 Recorded On: December 27, 2012 Parties: HAEUSSLER PROPERTIES To As Warranty Deed Comment: ( Parties listed above are for Clerks reference only ) ** Examined and Charged as Follows: ** Warranty Deed 36.00 Total Recording: 36.00 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: 2012-146103 Receipt Number: 985400 Recorded Date/Time: December 27, 2012 04:13:59P User / Station: S Parr - Cash Station 3 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 File Number sequence on the date/tlme printed heron, and was duly RECORDED in the Official Records of Denton County, Texas. i1�Ad'cAe�.�- County Clerk Denton County, Texas AFFIDAVIT OF N4N PR�bUCTION The Stake o£ Texas County of Denton § �TY� C C� ?��, 2� �%1� Before me, the undersigned autl�axity on this day personally appeared, Mazy Ann Haeussler, Gene�ral Partner o��AEUSS�,ER PR41'ERTIES, LF , a T�xas limited pax-tnership, ("Affiant"}, who first being b� me duiy s�vvorn, on Affiant's oath state the fallowi�g ta be true �d correct: 1. I, the Affiant, have persozxal kn.ow�edge of, and azrx familiar with, a11 of that land (the "Land") described in Exhibit A aud depxcted in Exhibit B, both attached hereto az�;d n�.ade a part hereof, said Land being part of a tract descz�bed in that cert�in Mineral Lease described in instrument filed Apri15, 1937, recorded in Volume 264, Page 234, Deed Records, Denton County, Texas. 2. That, to ihe best a£the knowledge of the undersxgned, sznce HAEUSSLER FROPERTIES, LP (a Texas Iimited partnership) has owned the Land, there was no drilling or production on the Land, the Land was not pooled with other land, and there has been no payment of royaities or other aznounts. There is no evidence of productxon af oil, gas, ox other minexals on the Land. The Stata o£(.�' �'�'�rti County of �t , r�a ` � � AFFIANT HAEUSSLER PROPERTIES, LP, A Texas lirziited pa xship / ' ; ! B�. aiy A� aeussler, General Partner ACK�OWLEDGMENT Thxs instrument was acknowledged be%re me on �Z / 2- U�� ��. Zp12 by �ary A� Haeussler, General Partraer of HAEUSSLER PRO�'EIZTIES, LP, a Texas limi#ed partnership, on be�alf of said liznited partnership. MARIO LASHON LIDDELL NOTARY PUBLIC - ARIZONA MARICOPA COUNTY l o- ,� My Commission Expires February 13, 2016 Upon recoxdation, RETURN T0: City Service Cetater 901 A Texas Street Denton, Texas 76209 Attr�; Paul Williamson Utilities-Enginee�,ing Dept. � � ,� G � � Not c o��y ` ��ri� My Commission Expix•es; v-Z�� �� , rthur �ur��ying Ca., I nc. �xa�.�"ess.�c��a.d ���ca Sa�x�r��+�.rs P.O. Bo> >4 --- Lewisville, Tes1s 750G7 01rce: (972) 221-9439 --� Fa.�: (972) 221-4675 EXHIl3IT "A" MAYHILL ROAD RIGHT-OF�WAY PA�CEL M120 �.968 Acres City of Denton, Denton County, 'Y'exas BEING all that cet`tain lot, hact or parcel of land situated in the M.E.P. & P.R.R. Co. Suivey, Abshact Number 927, City of Denton, Deiiton County, Texas, and being all of that certain iract of land desc� i1�ed by deed to Haeussler Properties, LP, recorded in Instrument No. 2009-36103, Deed Records, Denton County, Texas (D.R.D.C.T.), and being more particularly described as foAows: BEGINNTNG at a 1/2 inch u-on rod with yellow cap stamped "Arthur Sw-veying Company" (ASC) set for corner in the west line of Mayhill Road and Ueinb the Northeast corner oF said Haeusslernact, same point Ueing the Soutiieast con�er of a remainde�• tract descriUed by deed to Lee Am1 Phillips, recorded under Coi.uity Clerk's File NumUer 96- 878, Real Property Records, Denton County, Texas; TI�ENC� South 02 de� •ees 35 minutes 59 seconds West, with the west line of Mayhill Road, a distance of 299.69 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for comer at the intersecrion of the West line of Mayhill Road with the North line of Spencer Road; TH[E1viCE South 89 degrees 43 miuutes 23 seconds West, with the North line of Spencer Road, a distance of 290.00 feet to a 1/� inch iron rod with yellow cap stamped "ASC" set for the comer, same poiut being tlle Southeast cornerof tract of land described by deed to Ral�h W. Bridges, recorded under County Clerk's File Number 97-9761, Real Property Records, Denton County, Texas; THENCE North 02 de�rees 35 minutes 59 seconds East, east Inie of said Brid�es traci, a distance of 292.19 £eet to a 1/2 incli iron rod with yellow cap stamped "ASC" set for coiner, same point bein� the Southwest corner of said Pfiillips remainder t�•act; THENCE North 88 degrees 14 minutes 41 seconds East, with the south line of said Phillips remainder tract, a distance of290.A�7 feet to the POTNT OF SEGYNNING and containing 1.958 acres of land. �i I �/ � v l ciio�i3i-36 Pazcel M120 I 5/8" l.R.F. w �� ;� a �r � �^ o `� Z �^ ��' 6�j���� �� ��' i � W �' ��� •`� � ��'�, � N� � � � ,�b I O '� z � �� Lee Ann Phlflips f �'�� I Affrdavit of Heirship � � � � C.C.�96-878 � � � Remainder of Volume � �.1�r' I 334, Page 364 � � � r� � N88°i4'4T"E 290.47' � I.R.S. m��o°����.r�� l.R.S. shed � l00 0 50 100 sc�,�: z^ = ioa Beazings shown liereon Uased on the City of Denton GIS Network. �� �/' ;� NOTES: d I.RL' rP.&L. Eos�ment o j,R.S �.968 AcA•es I� UoL 431, Pg. 164& � 0 � yellow cap stamped ' Arthur Ralph W. Bridges ���e�asslea Prog�erties, JL.P. � � cc� s7—s76i (remainder) I Instrument No. 2009-36103 buifding I �,� ParceY MA20 (gs,714 sq, ft.) �s o �� �`1' �� ��i °`I r'-H-•_•-�-�-•-•�i N � �� 1 �It�s z' �1 i shed � � 'I'� �p NI � bam � �lo � �1 I—. .� ,��1� �" + � buildin� �I � ; � ��� I� � N89 36'02"W � Jn` �1 Z9G. BO� ),,,tp ^ OHP OHP — OHP OHP --' 4HP —y- 9 nxn Fnd. oNa OHP -- ¢HP -- OHP �— �� o--- ��---�.__�m_�e� � i.R.s. 1.R.S. S89°43'23"W 290.Q0' SPENCER R4AD o (Variable Width ROV� I Iron Rod Found 1/2" Iron Rod Set with EXHIB IT "B " M� yhill I�oad Ri ht-of-�a Parcel M1 �0 1.968 Acre 14ff.E.P. Sc P.R..R. Co. Survey, Absiract Number 927 City of Der�.toa�. Denton County, Texas -- 2412 -- Surveying Company" • All unprovements not shown liereon. • Blanlcet Easements recorded in Vol. 199, Pg. 616 & Vol. 316, Pg. 10 as afFected by Vol. 367, Pg. 242 include this tract. SURV�YORS CERT�IG'ATION: Tha undersibned does liere6y certify m Title Resources (G.R No. IO2¢2� that �his stuveywas tlas daymsde oa tLe ground offfie propertylegally descri6ed hoteon aad is corrwS and m tUc bcst of my Imowkdgc, there are no visible discrepancies, conflicis, sLortagcs in erca, boundary line cont(icts, encroncLments, overlapping ofimprovements, easements orrights ofway thatIhsve 6eea advrsed of exce,pt as showa fiezeoa. rth�r Surveying Coo, Inco Ps��ofessiozza.i g.arid Surs�eyoas P_O.Bo� 54 — Lewisville, Tesas 75067 Office: (972) 221-9d39 Fax: (972) 221-4675 Esizblished 1986 Denton County Cynthia Mitchell County Clerk Denton, TX 76202 70 201 2 001 A6104 Instrument Number: 2012-146104 Recorded On: December 27, 2012 Parties: HAEUSSLER PROPERTIES To Comment: Affidavit 28.00 Total Recording: 28.00 As Affidavit ( Parties listed above are for Clerks reference only ) '`* Examined and Charged as Follows: ** Billabie Pages: 4 Number of Pages: 4 ************ DO NOT REMOVE. THIS PAGE IS PART OF THE INSTRUMENT ************ Any pro�ision 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: 2012-146104 Receipt Number: 985400 Recorded Date/Time: December 27, 2012 04:13:59P User / Station: S Parr - Cash Station 3 Record and Return To: TITLE RESOURCES WILL CALL DENTON TX 76202 THE STATE OF TEXAS } COUNTY OF DENTON } I hereby certlfy that this instrument was FILED in the File Number sequence on the dateltime printed heron, and was duly RECORDED in the OFTIcIaI Records of Denton County, Texas. �'�-�- County Clerk Denton County, Texas TiTLE DATE : March 1, 2013 GF NO : 102625 F� ����J F�� �� TO : THE CITY OF DENTON-ENGINEERING ATTN: PAUL WILLIAMSON 901-A TEXAS STREET DENTON, TX 76209 RE : Owner's Title Policy (Texas Form T-1) regarding the property described in the above referenced file as MEP & PRR CO., Abstract #927, Tract 78, Denton County, Texas and being commonly known as 2929 SPENCER ROAD, DENTON, TEXAS 76208 ("Property"). We are pleased to enclose an Owner's Title Policy No. 91143-8299 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 Palicy Processor gail@trnt.net Enclosure ���'���������-- ����� k'd- �'�u<<`��� , `,,� . p ,. � f Ll',�.°� �' +� � � � ��1 �; 525 Sonth Loop 288 Suite #125 * Denton, Texas 76205 * Office (940) 381-1006 * Me1ro (940) 243-2913 * Fax (940) 898-0121 File No.: 102625 Polic No. 91143 - 8299 Premium: $1,969.95 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 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 properiy created, executed, witnessed, sealed, acknowledged, notarized or delivered; (iv) failure to perForm those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired or otherwise invalid power of attorney; (vi) a document not properly filed, recorded or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachmenY' includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. (d) Any statutory or constitutional mechanic's, contractor's, or materialman's lien for labor or materials having its inception on or before Date of Policy. 3. Lack of good and indefeasible Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to: (a) the occupancy, use or enjoyment of the Land; (b) the character, dimensions or location of any improvement erected on the Land; (c) subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking 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. a�,bs ���+.r,� Tttle Resources GuAranty Company �y�r �'� �yy� �_ QL^ '° ��°� �Gt.u-� // � � /G( l� ;$� �.S ey� n.- A or Signalure e �e t'� �'� Execulive Vice President � � B�JQi��.�8 LS.6+ Y �� � r - _ ����.H-n`'�ua V/ ��:1'►�"�'"� p �o b hXAS 525 S. L�Q'� �8�� ,4� E a�,'"� Secretary Form T-1: Owner's Pc,��..��}�}�����' ���,�����y ��� ��,.a�� Effective 2/01/2010 TLTA T-1 OWNER'S POLICY (2/1/10) Policy No.: 91143-8299 TITLE RESOURCES GUARANTY COMPANY SCHEDULE A Name and Address of Title Insurance Company: TITLE RESOURCES GUARANTY COMPANY 8111 LBJ Freeway, #1200, Dallas, TX 75251 File No.: 102625 Amount of Insurance: Date of Policy: 1. Name of Insured: $263,000.00 December 27, 2012 CITY OF DENTON, TEXAS, a Texas Home Rule Municipal Corporation 2. The estate or interest in the Land thRt 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.: 91143-8299 Premium: $1,969.95 Being a tract of land (Mayhill Road Right of Way Parcel M120, 1.968 acres) situated in the M.E.P. & P.R.R. Survey, Abstract No. 927, City of Denton, Denton County, Texas, and being mare particularly described in E�ibit "A" and E�ibit "B" attached hereto and made a part hereof for all purposes. Note: The Company is prohibited from insuring the area or quantity of the land described herein. Any statement in the above legal description of the area or quantity of land is not a representation that such area or quantity is correct, but is made only for informational and/or identiiication purposes and does not override Item 2 of Schedule B hereof. File No.: 102625 Page 1 of 3 08 TLTA — T-1 Owner's Policy ! y. r�hur Surv�ying Co., � �.c. .�x°v.�'�ss.io.�� .�.�rz�d Sxr,x-fr�,�-�xs P_O. Boti 5� --- Lowisvilla, Texas 750G7 OYTce: (972j 22I-9439 �-- F2r.: (97�) 221-4675 E�iIBIT `�A" 1V�A.X�L R(IAT� RYG�3[7C-OF WA.X� PARCEL Ni124 1.968 Acres Ciiy of YDenton, IDenton Coun�ty, 7Cexas SEING ali that certain lot, tract or parcel of land situated in the M.E.P.1�: P.RR Co. Svrvey, AbStract Number 927, City of Dento�a, Denton Couniy, Texas, and being aIl of tlaat certain tract of land descnbed by deed ta Haeussler Properties, LP, recorded in Instrument No. 2009-36103, Deed Records, Denton County, Texas {D.R.D,C_T.), and Ueing more particnlarly described as follows: �iEGINNING at a 1/2 i.nch iron rod with yellow cap stamped "Arthur Surveying Company" (ASC) set for oorner in the west line of Mayhill Road and being the Northeast corner of said Haeusslertract, sam� pdint being the 5outheast comer of a remainder tract described by deed to Lee Ann Phi]lips, recorded under County Clerk's File Number 9b- 878, Real Property Records, Denton Counry, Texas; TH�NC� Soutl� 02 degrees 35 m�nutes 59 seconds Wes� with tt�e west line o�Mayhill Road, a distance of �99.69 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner at the intersecrion ofthe 'West line of Mayhill ftoad with die North line of Spencer Road; THENCE Soutl� 89 degrees 43 minutes 23 secouds West, with the Nor� line of Spencer Road, a distance of 290.00 feet to a]/2 inch iron rod with yellow cap stamped "ASC" set for the corner, same point being the Southeast cornerof tract of land described by deed to RalpIt W. Bridges, recorded aader County Clerk's File Number 97-97d1, Real Property Records, Dentan County, Texas; xHENCE North 02 degrees 35 minutes 59 seconds East, east line of said Bridges tract, a distance of 292.19 feet to a]/? nnch izon rod with yellow cap stamped "A.SC" set for corner, same p�int being ihe Southwest corner of said Phillips remainder tract; THENCE North 88 degtees l4 minutes 41 seconds East, with tlte south line of said Phillips remainder tract, a distance of 290.47 feet to tlie 1'4XNT �F B�GWNING and oontaining 1.968 acres of land. n i� �, � v � 1/ C1107131-36 Parcel M120 uxn ��� ^� ��,�.���1 �J11' �� � ' ���� � �� ,� � �y� � �5i' .��� I Lee Ann Pfiillips �. Af�davit of fleirship '�y � � C.C�B6-878 �• � Remainde� of Volume ��' I 334, Page 364 S/8" l.R.F. w �'� 0 v�r b� Z I w � �� � c° � a� � I 1 � �I I I � N88°14'4I "E 290.47' 1.R.S. �m°��.airi�r+.�.�.. l.R.S. shed � iao o so iaa SCALL: l" =10D' F3c�rings sho�vn hereon Unsed on 1he Cii}� of Dentou GIS I�eh��orl:. NO'I'LS: • I.R,�. = lro►1 Rod �ound T.P.&L. Eosomanl „ 1.968 Acr'es �� u i a3�; P9: i°s4�` � �'�'�' — 112 Iron Rod Sel �vith 0 )cllo�v cap slnm�ed "Arthur Ftalph W. Hrtdges e X�aeussler Properties, L.P. t � CC# 97-9781 � (remuinder) Q �]lSil•ument No. 2409-3G103 buflding .I ` �a ParcellV�X20 (ss,714 sq. ft.) �a� �QQ �� �II�� .� N�.._.—• —• —.—• _.—. W I �1 t'� � a�G I Ila, � ',1 shed 0 g `n � I o � boM � G� � N �Y ~ � ��8� � � '�- �� � I i bu!lding � � N89'3&'02 "W � ° 0 2ss.so' OHP OHP — all? — OHP �—h— UNP �— Oi3 0 P� OHP — UHP — 011P --- Fd Snn�eying Comp�ny" • f111 improvements not sl►o�vn l�ereou. • I3lanketEasamenls recorded in Vol. I99, Pg. G 1 G& Vol. 3] 6, Pg. 10 as nCfected Uy Vol. 367, Pg. 242 includc this tract. r� � �� � �c��� iiouc�iAS �_AaTi n . ,� O— — — —°.a��°������—° �J 1.R.s. S89°43'23"W 290.00' 1.R.S, v S1�E�I�ER ��A.D � �� �'} cva�-���i� w;a�a, ►zoW7 I 1 � �L�.JL �.J.� �T t � � t � .�� �.l ll � (� a C� �1 ��-0.�—�� � � Pa�ce.i M120 1.968 Acre 11�.E.P. & P.R.R. Co. Survey, Abstract Number 927 Ci�y af Denton Denton County, Texas -- 2012 -- SURVEYORS CERTIFICA7'ION: TLc uodcrsi�icd dacs Lcrcby ccrtify m Title Rcsotuses (O.F. Na.102625j 11mi 11ds s��cvey wns t[ds day nwdc on thc �round of thc property legnlly dcscri6cdLcreon aud is corrcc� and fo rfic Lcst of my knowlcdge, iltarc arc no tiisi6la discrcpaneieF cantlicts, sLoringcs ia an:n, boimdaryJinc cantlicm, encroucLrsecn�s, ovedappiug ofLnprovements, cnsemwfs orrighcr ofway tLat ILara bccn advised of except as sLonm hercon. rthur Surve�ing �o., Inc. Frofessioaal Lftttd Survieyozs P.O.Box 54 — Lewisville, Teaas 750B7 OPfioe: (972) 221-9439 rax: (972) 221-4fi75 Estahlished 1986 TLTA T-1 OWNER'S POLICY (2/1/10) Policy No.: 9ll43-8299 TITLE RESOURCES GUARANTY COMPANY SCHEDULE S EXCEPTIONS FROM COVERAGE 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. 3. Homestead or community property or survivorslup 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. 5. Standby fees, taxes and assessments by any taxing authority for the year 2013, 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 H.V. HENNEN to LONE STAR GAS COMPANY filed August 24, 1925, recarded in Volume 199, Page 616, Deed Records of Denton County, Texas; as shown on survey � dated December 17, 2012, prepared by Douglas L. Arthur, RPLS #4357. b. Easement executed by W.H. BENTLEY and wife, MARY ANN BENTLEY to TEXAS POWER & LIGHT COMPANY filed July 23, 1945, recorded in Volume 316, Page 10, Deed Records of Denton � County, Texas; as shown on survey dated December 17, 2012, prepared by Douglas L. Arthur, RPLS #4357. c. Easement executed by W.H. BENTLEY and wife, MAYE A. BENTLEY to SINCLAIR REFINING COMPANY filed December 20, 1947, recorded in Volume 341, Page 265, Deed Records of Denton ✓ County, Texas; Assigned to SINCLAIR PIPE LINE COMPANY, filed January 22, 1951, recorded in Voluine 367, Page 242, Deed Records of Denton County, Texas; as shown on survey dated December 17, 2012, prepared by Douglas L. Arthur, RPLS #4357. File No.: 102625 Page 2 of 3 08 TLTA—T-1 Owner's Policy TLTA T-1 OWNER'S POLICY (2/1/10) Policy No.: 91143-8299 d. Mineral Estate and Interest described in instrument filed December 27, 2012, CC# 2012-146103, Real Property Records of Denton County, Texas. (Title to said interest not checked subsequent thereto.) e. Power lines and pole in place; as shown on survey dated December 17, 2012, prepared by Douglas L. Arthur, RPLS #4357. File No.: 102625 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 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 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 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 waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured 6y 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. Q) "Title": the estate or interest described in Schedule A. (k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be 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 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 Othenvise Settle With Parties Other than the Insured or With the Insured Claimant. (i) to pay or othervvise 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 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 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 ir 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 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 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 action asserting such claim, shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy or (iv) increase the Amount of 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 Iltigation 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.: 102625 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 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 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. 102625 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 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. • 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 102625 IMPORTANT NOTICE To obtain information or make a complaint: 1. You may contact your title insurance agent at (940) 381-1006. 2. You may call TITLE RESOURCES GUARANTY COMPANY's toll-free telephone number for information or to make a complaint: (insert underwriter information). 3. You may also write to TITLE RESOURCES GUARANTY COMPANY at (insert underwriter information). 4. You may contact the Texas Department of Insurance to obtain information on companies, coverages, rights or complaints at 1-800-252-3439. 5. You may write the Texas Department of Insurance, P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: http://www.tdi.state.tx.us E-mail: ConsumerProtection@.tdi.state.tx.us PREMIUM OR CLAIM DISPUTES: Should you have a dispute concerning your premium or about a claim you should contact the title insurance agent first. If the dispute is not resolved, you may contact the Texas Department of Insurance. ATTACH THIS NOTICE TO YOUR POLICY: This notice is for information only and does not become a part or condition of the attached document. AVISO IMPORTANTE Para obtener informacion o para someter una queja: 1. Puede comunicarse con su agente de seguro de titulo al (940) 381-1006. 2. Usted puede Ilamar al numero de telefono grat'is 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)