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2012-140s:Uegal\our documents\ordinances\121martino realty acquisition ordinance.doc ORDINANCE NO. 2012-140 AN ORDINANCE FINDING THAT A PUBLIC USE AND NECESSITY EXISTS TO ACQUIRE (I) FEE SIMPLE TO A 0.851 ACRE TRACT; AND (II) A SLOPE EASEMENT, ENCUMBERING A 0.362 ACRE TRACT, ALL TRACTS LOCATED 1N THE M.E.P. & P.R.R. CO. SURVEY, ABSTRACT NUMBER 927, CITY OF DENTON, DENTON COUNTY, TEXAS, AS MORE PARTICULARLY DESCRIBED ON EXHIBIT "A", ATTACHED HERETO AND MADE A PART HEREOF, LOCATED GENERALLY AT THE SOUTHWEST CORNER OF MAYHILL ROAD AND RUSSELL NEWMAN BOULEVARD (THE "PROPERTY 1NTERESTS"), FOR THE PUBLIC USE OF EXPANDING AND IMPROVING MAYHILL ROAD, A M[JNICIPAL STREET AND ROADWAY; AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO MAKE AN OFFER TO MARTINO REALTY LIMITED PARTNERSHIP, A TEXAS LIMITED PART'NERSHIP (THE "OWNER") TO PURCHASE THE PROPERTY 1NTERESTS FOR THE PURCHASE PRICE OF ONE HUNDRED FIVE THOUSAND THREE HUNDRED TWENTY THREE DOLLARS AND NO CENTS ($105,323.00), AND OTHER CONSIDERATION, AS PRESCRIBED IN THE PURCHASE AGREEMENT (THE "AGREEMENT"), AS ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT "B"; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTNE DATE. ' WHEREAS, after due consideration of the public interest and necessity and the public use and benefit to accrue to the City of Denton, Texas: THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Council finds that a public use and necessity exists, and that the public welfare and convenience require the acquisition of the Property Interests by the City of Denton, Texas (the "City"). The City Council hereby finds and determines that the acquisition of the Property Interests is necessary for public use to provide street and roadway expansion and improvements to serve the public and the citizens of the City of Denton, Texas. SECTION 2. The City Manager, or his designee, is hereby authorized to malce 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 (a) execute for and behalf of the City (i) the Agreement, by and between the City and Owner, in the form attached hereto and made a part hereof as Exhibit "B", with a purchase price of $105,323.00 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; and (b) malce expenditures in accordance with the terms of the Agreement. SECTION 4. The City Manager, or his designee, is directed, by certified mail, return receipt requested, to disclose to Owner any and all appraisal reports produced or acquired by the City relating specifically to the Owner's property and prepared in the 10 years preceding the date of the offer made by the Agreement. SECTION 5. The offer to Owner shall be made in accordance with all applicable law. SECTION 6. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding 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 7. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ��day of , 2012. MARK A. BURROUGHS,�TGIAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY , L [i�iG By; �-- AP OVED S TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: `—�_ EXHIBIT "A" - to Ordinance (Property Interests) rihur Surveying �o., X nc. �''x�vaF'�ssio.rza� .�.�.ud S'x.zr-Fre,�ox-a~ 1'.C7, l�ox 54 - T:,owisville, Tex��s 750�7 C71i`iov: (�77} ��1�9439 -- ],�na: (972) 22,1-467� EXHIBIT "A" MAYHILL ROAD RIGHT-OF-WAY PARCEL M069 0.851 Acres 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. Company SLU•vey, Abstract Number 927, City of Denton, Denton County, Texas, and being part of the "South Tract" described by deed to Martino Realty LTD., Partnership, recorded under Tnstrument Number 2005-143880, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), and being more particularly described as £ollows: BEGINNING at a 1/2 inch iron rod with yellow cap stamped "H&N # 1849" found for the northeast corner of said Ma��tino tract, same point being the intersection of the north right-of-way line of Russell Newman Boulevard and the west right-of-way line of Mayhill Road as shown on plat of Russel]-Newman Addition, an addition to the City of Dezrton, Denton County, Texas, recorded in Cabinet U, Page 582, Plat Records, Denton County, Texas; THENC� South O1 degrees 29 minutes 29 seconds West, with the east line of said Martino h•act and the west right- of-way line of Mayhill Road, a distance of 532.31 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for the southeast corner of said Martino h•act, same point being in the north line of a tract of land described by deed to 551 Mayhill Joint Venture, recorded under Instrument Number 2005-6231, O.P.R,D.C.T,; THENCE South 89 degrees 52 minutes 44 seconds West, with the south line of said Martino tract and the north line of said 551 Mayhill tract, a distance of 68.95 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for corner; THENCE North O1 degrees 25 minutes 36 seconds East, over and across said Martino tract, a distance of 512.36 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for corner; THENCE North 44 degrees 19 minutes 17 seconds West, over and across said Maztino tract, a distance of 27.91 feet to a 1/2 inch i�•on rod with yellow cap stamped "Arthur Surveying Company" set for corner in the north line of said Martino tract and the south right�of-way line of Russell Newman Boulavard; THENCE North 89 degrees 55 minutes 51 seconds East, with the north line of said Martino tract and the south right-of-way line of Russell Newman Boulevard, a distance of 89.55 feet to the POINT OF BEGINNING and containing 0,851 acres of land. n�, �h�'i�G+sri:� 1 �>°° �' �-;�.. i,+'� ��E.��;Vt, �'�ii�!•-1 �� ,��,,�"'y�~�"� � � S ' � / C1107131-30 Parcel M069 EXHIBIT "A" - to Ordinance (Property Interests) � RUSSELL NEWMAN BOULEVARD (60' ROW per Cab. U, Pg. 582) (Cypress Boulevard per plat) 589 55'51 "W N89°55'S1 "E �27p 0�, 39.77' 89,SS' --- R � 3� � I.R.F. C. .. � I.R.S, � G� N44°19'17"W �. �R' 27,91' 1 � � I 0.851 Acres Right-of-Way Parcel M069 (37,048 sq. ft.) Martino Realty, LTD„ Partnership Inetrument No. 2005-143880 "South Tract" � ��° �� °'�� ' �� ' � �� S89'S2'44°W 897,41' �.R 0--------��--__----- R. F. fC.M.) 661 Mayhill dofnt Venture Instrument No. 2006-8231 �O M N h W �D M N a EXHIB IT "B " Ma yhill Road Right-of --Way Parce.� M069 0.851 Acres M.E.P. & P.R.R. Co. Survey, Abstract Number 927 City of Denton Denton County, Texas -- 2012 -- 0 � 1.R.F.C. (c.M.) � ��i b �� j N89'S2'44"E 45.05� I.R.S. °52'44" "PK" Nafl Foun 68.95' (C.M, i � N 100 0 50 ]00 SCALE: 1" =100' Beariugs shown hereon besed on the City of Denton GIS Network. NOTES: • I.R,F. = 1/2" Iron Rod Found • I.R.F.C. =1/2" Iron Rod Found with cap stamped "H&N #1849" + I.R.S. = 1/2" Iron Rod Set with yellow cap stamped "Artk�ur Sutveying Company" . All improvements not shown hereon. rthur Surveying �o., Inc. Fiavfessio�al Lana Surveyors P.O.Bos 54 — Lewisville, Tesas 750B7 OfPiQe: (972) 221-9439 Fax: (972) 221-4875 Eatatbllehed 1986 EXHIBIT "A" - to Ordinance (Properiy Interests) � rthur Sur�eying �o., I nc. .Pxo#'essz��xa� L.axz�d Saxxs�,eyox� P_O. Box 54 � Lewisville, Tesas 75067 Of�ice: (972� 227.-9439 -� Fax: (9'72) 221-4675 EXHIBIT "A" 30' PERMANENT SLOPE EASEMENT MAYHILL ROAD PROJECT 0.362 Acres 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.. Company Survey, Abstract Number 927, City of Denton, Denton Gounty, Texas, and being patrt of the "South Tract" described by deed to Martino Realty LTD,, Partnership, recorded under Instrument Number 2005-143 880, Ofiicial Public Records, Denton County, Texas (O.P.R.D.C.T.), and being more particularly described as follows: COMM�NCWG at a 1/2 iach iron rod with yellow cap stamped "H&N #1849" found for the northeast coiner of said Martino tract, same point being the intersection o£the north right-of-way line of Russell Newman Boulevard and the west right-of-way line of Mayhill Road as shown on plat of Russell-Newman Addition, an addition to the City of Denton, Denton Com�ty, Texas, recorded in Cabinet U, Page 582, Plat Records, Denton Couttty, Texas; THENC� South 89 degrees 55 minutes 51 seconds West, with the north line o£ said Martino tract and the south right-of-way line of Russell Newman Boulevard, a distance of 89.55 feet to the POII�TT OF BEGINNING; THENCE South 44 degrees 19 minutes 17 seconds East, over and across said Martino iract, a distance of 27.91 feet to a point for coiner; TFIENCE South O1 degrees 25 minutes 36 seconds West, over and across said Martino tract, a distance of 512.36 feet to a point for corner in the south line of said Martino t�•act and ihe north line of a tract of land described by deed to 551 Mayhill Joint Venture, recorded under Tnstrument Number 2005-6231, O.P.R.D.C.T.; THENCE South 89 de�rees 52 minutes 44 seconds West, with the south line of said Martino tract and the north line of said 551 Mayhill tract, a distance of 30.01 feet to a point for corner; THENCE North O1 degrees 25 minutes 36 seconds East, over and across said Martino tract, a distance of 532.39 feet to a point for corner in the north line of said Martino tract and the south right-of-way line of Russell Newman Boulevard; TH�NCE North 89 degrees 55 minutes 51 seconds East, with the north line of said Martino txact and the south right-of-way line of Russell Newman Boulevard, a distance of 10.01 feet to the POINT OF BEGINNING and containing 0362 acres of land. �,` ^ C1107131-30 Parcel M069-PSE EXHIBIT "A" - to Ordinance (Property Interests RUSSELL NEWMAN BOULEVARD (60' ROW per Cab. U, Pg. 582) (G`ypress Boulevard per plat) �` i 3p�.64�� :=f� . \RF G /' 30' Permanent Slope Easemenl 0.362 Acres (15,771 sq. ft,) S89'S5'51 "W 29. 76' L3 1.R.F.C. � Martino Realty, LTD., Partnership "1 Instrument No, 2005—i43880 W� "South Tract" �O� M CJ°, �,�� . z I �'�� f �� '� 1 �� '�� I i .�° �,�, I I �� I SB9'S2'44"W � � 867.40' � o-- _ - -- - �/�--- —..1.�.1 1. R. F, - Y S89°52'44 (C. M.) 30.01' 561 Mayhill Joint Venture lnstrument No. 2006-8231 EXHIB IT "B " 3�' Permarient f.R.F.C. Ll (C.M.) 1L2 ; � P. o. B. � I � ' I � I � 1 I � i I � ;N o j o0 i� � � �'ix m r� � � ro a 'N w � A lo I� `� I '^'� i ( I � ( i � � I � � � I j N89'52'44"E 45, 05 N89 52'A4"E 68. 95' nW "PK" Nai! Foun (C, M. i I Slop e Easernent Ma hill Road 1'roject Y 0.362 Acres � M.E.P. & P.R.R. Co. 5urvey, Abstract Numbpr 927 City of Denton Denton County, Texas -- 2012 -- f �J 10� 0 5� 1�� SCALE: 1" = 100' Bearings shown hereon based on the City of Denton GIS Network. NOTES; • i.R.F. =1/2" Iron Rod Found • I.R.F.C. = l/2" Iron Rod Found with , cap stamped "H&N#1849" • I.R.S. = 1/2" Iron Rod Set with yellow cap stamped "Axthur Surveying Cornpany" • All improvements not shown hereou. LINE TABLE Ll S89°55'S1"W 89,55' L2 S44°19'17"E 27.9I' L3 N89°55'S1"E 10,01' rthur Surveying Co., Inc. .Ps+nfessianal Land Surveyo.rs P.O.Bog 54 — Lewiaville, Tegae 75067 OPYice: (972) 221-8439 k'ag: (972) 221-4676 Eatatblished ,t988 PURCHASE AGREEMENT 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 PURCHASE AGREEMENT (the "Agreement") is dated JGG/�� , 2012, but effective as of the date provided below, between Martino Realty Limited Partnership, a Texas limited partnership (referred to herein as "Owner") and the City of Denton, Texas ("City"). WITNESSETH: WHEREAS, Martino Realty Limited Partnership is the Owner of a tract of land (the "Land") in the M.E,P. & P.R.R. Co. Survey, Abstract Number 927, Denton County, Texas, being affected by the public improvement project called the Mayhill Road Widening and Improvements Project ("Project"); and WHEREAS, City is in need of certain (i) fee simple lands, being a part of the Land; and (ii) an easement in, along, over, upon, under and across a portion of the Land, related to the Project; and WHEREAS, it is desirous of both parties to stipulate and agree to the terms and conditions associated with the purchase of the necessary real property interests for the Project; NOW, THEREFORE, for Ten and No/100 Dollars ($10.00), and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. A. At Closing, the Owner shall grant, execute, and deliver to the City (i) a Special Warranty Deed (herein so called), conveying to the City, subject to the reservations described below, the tract of land being described in Exhibit "A" and depicted in Exhibit "B" to that certain Special Warranty Deed, and other interests as prescribed therein (the "Fee Lands"), the Special Warranty Deed being attached hereto as Attachment 1 and made a part hereof; and (ii) a Slope Easement (the "Easement") in, along, upon, under, over and across the tract of land being described in Exhibit "A" and depicted in Exhibit "B" (the "Easement Lands"), to that certain Slope Easement, attached hereto as Attachment 2 and made a part hereof, for slope purposes, as more particularly described therein. The Special Warranty Deed shall be in the form and upon the terms as attached hereto and incorporated herein as "Attachment 1"; and (ii) the Easement shall be in the form and upon the terms as attached hereto and incorporated herein as "Attachment 2" (the Fee Lands and the Easement are collectively referred to herein as the "Property"). B. Owner, subject to the limitation of such reservation made herein, shall reserve, for itself, its successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Fee Lands. Owner, its successors and assigns, shall not have the right to use or access the surface of the Fee Lands, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and/or related to exploration and/or production of the oil, gas and other minerals reserved herein, including without limitation, use or access of the surface of the Fee Lands for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanlcs or tank batteries, pipelines, roads, electricity or other utility infrastructure, and/or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas and other minerals, and/or related to the exploration or production of same. As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons, and shall 2 exclude (i) a11 substances that any reasonable extraction, mining or other exploration andJor production method, operation, process or procedure would consume, deplete or destroy the surface of the Fee Lands; and (ii) all substances (except oil and gas) which are at or near the surface of the Fee Lands. The intent of the parties hereto is that the meaning of the term "minerals" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). As used herein, the term "surface of the Fee Lands" sha11 include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. 2. As consideration for the granting and conveying of the Fee Lands and the Easement to the City, the City shall pay to Owner at Closing the sum of One Hundred Five Thousand Three Hundred Twenty Three and No/100 Dollars ($105,323.00). The monetary compensation prescribed in this Section 2 is herein referred to as the "Total Monetary Compensation". 3. The Owner shall convey and grant to the City the Fee Lands and Easement free and clear of all debts, liens and other encumbrances (the "Encumbrances"). The Owner shall assist and support satisfaction of all closing requirements of the City in relation to solicitation of releases or subordinations of the Encumbrances and other curative efforts affecting the Fee Lands and/or Easement, if necessary in the discretion of the City. In the event that a11 Encumbrances are not cured to the satisfaction of City prior to Closing, such shall not be a default hereunder, although Owner may otherwise be in default under Section 10, below. However, if the Encumbrances are not cured as provided herein, City has the option of either (i) waiving the defects related to the remaining Encumbrances by notice in writing to Owner on or prior to the Closing Date, upon which the remaining Encumbrances shall become Permitted Exceptions (herein so called), and proceed to close the transaction contemplated by this Agreement; or (ii) terminating this Agreement by notice in writing to Owner, in which latter event Owner and City shall have no further obligations under this Agreement. 4. Owner stipulates that the Total Monetary Compensation payment constitutes and includes all compensation due Owner by City related to the Project, including without limitation, any damage to 3 or diminution in the value of the remainder of Owner's property caused by, incident to, or related to the Project, value of, damage to and/or costs of repair, replacement and/or relocation of any improvements, turf, landscape, vegetation, or any other structure or facility of any lund within the Fee Lands and/or Easement Lands, related to activities conducted pursuant to the City ownership of the Fee Lands and/or Easement, interference with Owner's activities on the Easement Lands or on other property interests of Owner, caused by or related to activities related to the Easement, whether accruing now or hereafter, and Owner hereby releases for itself, its successors and assigns, the City, it's officers, employees, elected officials, agents and contractors from and against any and a11 claims they may have now or in the future, related to the herein described matters, events and/or damages. 5. The Closing (herein so called) shall occur in and through the office of Title Resources, LLC, 525 South Loop 288, Suite 125, Denton, Texas, 76205 ("Title Company"), with said Title Company acting as escrow agent, on the date which is 90 days after the Effective Date, unless the Owner and the City mutually agree, in writing, to an earlier or later date ("Closing Date"). In the event the Closing Date, as described above, occurs on a Saturday, Sunday or Denton County holiday, the Closing Date shall be the next resulting business day. 6. The stipulated Total Monetary Compensation amount shall be paid by the City at Closing to the Owner through the Title Company. Ad valorem taxes relating to the Fee Lands for the calendar year in which Closing shall occur shall be prorated between Owner and City as of the Closing Date. If the actual amount of taxes for the calendar year in which Closing shall occur is not known as of the Closing Date, the proration shall be based on the amount of taxes due and payable with respect to the Fee Lands for the preceding calendar year, and shall be readjusted in cash as soon as the amount of taxes levied against the Fee Lands for the calendar year in which Closing shall occur is known. The result of such proration is that the Owner shall pay for those taxes attributable to the period of time prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to change of land usage or ownership occurring prior to the Closing Date) and City shall pay for those taxes attributable to the period commencing as of the Closing Date. All other typical, customary and standard closing costs associated with this transaction shall be paid specifically by the City, except for Owner's attorney's fees, if any, which sha11 be paid by Owner. 4 7. The date on which this Agreement is executed by the Owner shall be the "Effective Date" of this Agreement. 8.A. In the event Owner shall default in the performance of any covenant ar term provided herein, and such default shall be continuing after ten (10) days written notice of default and opportunity to cure, City may exercise any right or remedy available to it by law, contract, equity or otherwise, including without limitation, the remedy of specific performance. B. In the event City shall default in the performance of any covenant or term provided herein, and such default shall be continuing after ten (10) days written notice of default and opportunity to cure, Owner may, as its sole and exclusive remedy, either (i) terminate this Agreement prior to Closing by written notice of such election to City; or (ii) enforce specific performance of this Agreement. 9. THE LAWS OF THE STATE OF TEXAS SHALL CONTROL AND APPLY TO THIS AGREEMENT FOR ALL PURPOSES. THIS AGREEMENT IS PERFORMABLE IN DENTON COUNTY, TEXAS. VENUE FOR ANY ACTION ARISING HEREUNDER SHALL LIE SOLELY 1N THE COURTS OF COMPETENT JURISDICTION OF DENTON COUNTY, TEXAS. 10. From and after the Effective Date of this Agreement, through and including the Closing Date, Owner shall not (i) convey or lease any interest in the Fee Lands or Easement Lands; or (ii) enter into any agreement that will be binding upon the Fee Lands or Easement Lands, or upon the Owner with respect to the Fee Lands or Easement Lands, after the date of Closing. 11. Any notices prescribed or allowed hereunder to Owner or City shall be in writing and shall be delivered by telephonic facsimile, hand delivery or by United States Mail, as described herein, and shall be deemed delivered and received upon the earlier to occur of (a) the date provided if hand delivered or delivered by telephonic facsimile; and (b) on the date of deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: 5 O WNER: Martino Realty Limited Partnership Attn: Phone_ Telecopy: Copies to: For Owner: Telecopy: CITY: City of Denton Paul Williamson Real Estate and Capital Support 901-A Texas Street Denton, Texas 76209 Telecopy: (940) 349-8951 For Citv: Richard Casner, Deputy City Attorney City Attorney's Office 215 E. McKinney Denton, Texas 76201 Telecopy: (940) 382-7923 12. This Agreement constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties with respect to the subject matter of this Agreement. Time is of the essence with respect to this Agreement. 13. The representations, warranties, agreements and covenants contained herein shall survive the Closing and shall not merge with the Special Warranty Deed and/or Easement. 14. In the event prior to the Closing Date, condemnation or eminent domain proceedings are threatened or initiated by any entity or party other than the City that might result in the taking of any portion of the Property, City may, at its election, terminate this Agreement at any time prior to Closing. 15. Authority to talce any actions that are to be, or may be, taken by City under this Agreement, including without limitation, adjusting the Closing Date of this Agreement, are hereby delegated by City, pursuant to action by the City Council of Denton, Texas, to Franlc Payne, City Engineer of City, or his designee. 0 CITY OF DENTON, TEXAS By. i � GEORGE C. CAMPBELL, CITY MANAGER Date: c�Glf?� 19 , 2012 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: Date: 1 , 2012 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: �� Date: J f^'�`' �y , 2012 OWNER: Martino Realty Limited Partnership, a Texas limited partnership By: _ Name: Title: Date: , 2012 RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acknowledges receipt of one (1) executed copy of this Agreement. Title Company agrees to comply with, and be bound by, the terms and provisions of this Agreement and to perform its duties pursuant to the provisions of this Agreement and comply with Section 6045(e) of the Internal Revenue Code of 1986, as amended from time to time, and as further set forth in any regulations or forms promulgated thereunder. TITLE COMPANY: Title Resources, LLC 525 South Loop 288, Suite 125 Denton, Texas 76205 Telephone; (940) 381-1006 Telecopy: (940) 898-0121 : Printed Name: Title: Contract receipt date: , 2012 � NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § That Martino Realty Limited Partnership, a Texas limited partnership (herein called "Grantor"), for and in consideration of the sum of TEN AND NO1100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by the CITY OF DENTON, TEXAS, a Texas Home Rule Municipal Corporation (herein called "Grantee"), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee all the real property in Denton County, Texas being particularly described in Exhibit "A" and depicted in Exhibit "B", attached hereto and made a part hereof for all purposes, and being located in Denton County, Texas, together with any and all rights or interests of Grantor in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances thereto (collectively, the "Property"). Grantor, subject to the limitation of such reservation made herein, reserves, for itself, its successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Property. Grantor, its successors and assigns shall not have the right to use or access the surface of the Property, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and/or related to exploration and/or production of the oil, gas and other minerals reserved herein, including without limitation, use or access of the surface of the Property for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and/or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas and other minerals, and/or related to the exploration or production of same. As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons and shall exclude (i) all substances (except oil and gas) that any reasonable extraction, mining or other exploration and/or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances (except oil and gas) which are at or near the surface of the Property. The intent of the parties hereto is that the meaning of the term "minerals" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). As used herein, the term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. This conveyance is subject to the following: I 1. Undivided interest in Oil, Gas and other Minerals reserved in deed from RUSSELL-NEWMAN, LTD. to DENTON COUNTY, TEXAS filed November 17, 2005, recorded under CC# 2005-143878, Real Property Records of Denton County, Texas. 2. Mineral lease granted by W.H. BLASINGAME and wife, JOHNIE MYRTLE BLASINGAME and E.G. BLASINGAME and wife, LETHA BLASINGAME to STANDARD OIL COMPANY OF TEXAS described in instrument filed April 4, 1955, recorded in Volume 405, Page 335, Deed Records of Denton County, Texas. i I TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and Page 2 of 3 i assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not otherwise. EXECUTED the Wday of , 2012. Martino Realty Limited Partnership, a Texas limited partnership By: Name: / ie Title: ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF DENTON § ent was a 1 owledged b ore e on 2012 by Thi st m A~ PC 5~& MPG of Martino Realty Limited Partrship, a Texas limited partne , on behalf of said limited partnership. v K 0%3 00 ``e« ~cA~oQrTe 21 2013 Notary P lie, State of Texas A ExP duly My Comm My c fission expires: Upon Filing Return To: Property Tax Bills To: The City of Denton-Engineering City of Denton Finance Department Attn: Paul Williamson 215 E. McKinney Street 901-A Texas Street Denton, Texas 76201 Denton, Texas 76209 Page 3 of 3 rthur Surveying Co., Inc. P.O. Box 54 Lewisville, Texas 75067 Office: (972) 221-9439 Fax: (972) 221-4675 EXHIBIT "A" MAYHILL ROAD RIGHT-OF-WAY PARCEL M069 0.851 Acres 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. Company Survey, Abstract Number 927, City of Denton, Denton County, Texas, and being part of the "South Tract" described by deed to Martino Realty LTD., Partnership, recorded under Instrument Number 2005-143880, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod with yellow cap stamped "H&N #1849" found for the northeast corner of said Martino tract, same point being the intersection of the north right-of-way line of Russell Newman Boulevard and the west right-of-way line of Mayhill Road as shown on plat of Russell-Newman Addition, an addition to the City of Denton, Denton County, Texas, recorded in Cabinet U, Page 582, Plat Records, Denton County, Texas; THENCE South 01 degrees 29 minutes 29 seconds West, with the east line of said Martino tract and the west right- of-way line of Mayhill Road, a distance of 532.31 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for the southeast coiner of said Martino tract, same point being in the north line of a tract of land described by deed to 551 Mayhill Joint Venture, recorded under Instrument Number 2005-6231, O.P.R.D.C.T.; THENCE South 89 degrees 52 minutes 44 seconds West, with the south line of said Martino tract and the north line of said 551 Mayhill tract, a distance of 68.95 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for corner; THENCE North 01 degrees 25 minutes 36 seconds East, over and across said Martino tract, a distance of 512.36 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for corner; THENCE North 44 degrees 19 minutes 17 seconds West, over and across said Martino tract, a distance of 27.91 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for corner in the north line of said Martino tract and the south right-of-way line of Russell Newman Boulevard; THENCE North 89 degrees 55 minutes 51 seconds East, with the north line of said Martino tract and the south right-of-way line of Russell Newman Boulevard, a distance of 89.55 feet to the POINT OF BEGINNING and containing 0.851 acres of land. OF T~ JC.HN M. RUSSELL 5305 sciAV~ ti© C1107131-30 , Parcel M069 RUSSELL NEWMAN BOULEVARD (60' ROW per Cab. U, Pg. 582) (Cypress Boulevard per plat) S895551WN89°5551"E I. R. F. C. R`270 6~/ 39.77' 89.55' (C.M.) Lot gi- l.R.F. C. I. .S. I.R.S. \RF/~/ N279r17/,W j P. 0. B. 100 0 50 loo dr/ I k~iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiI SCALE: V =100' I 1 Bearings shown hereon based on the City of '0~T acL Easement 1 1 Denton GIS Network. / Vol. 197, Pg. 6 1 - 0.851 Acres I Right-of-Way 1 I NOTES: Parcel M069 I.R.F. = 1/2" Iron Rod Found (37,048 sq. ft.) 1 I.R.F.C. = 1/2" Iron Rod Found with 1 1 cap stamped "H&N 41849" 1 _ • I.R.S. = 1/2" Iron Rod Set with OR yellow cap stamped "Arthur 1 h ~y Surveying Company" W c4 All improvements not shown hereon. Martino Realty, LTD., Partnership 1 Easement recorded in Vol. 4957, Pg. Instrument No. 2005-143880 bl IN 3 2700 does not affect subject tract. "South Tract" N ,4 ~V JOHN! )vl. oiSSELL 1 90'...rg.~!r • 1/ I j N8952'44"E fr S89 52'44"W 1 45.05' 897.41' ' I.R.1.89°I.R.S. o-- - - - - 52'44" "W" Nail I. R. F. Foun (C.M.) 68.95' (C.M.1 I I 561 Mayhill Joint Venture I Instrument No. 2005-6231 EXHIBIT "B" SURVEYORSCERTIFICAUON: The undersigned does hereby certify to Title Ma hill Road Resources No, 1 that this survey was this day made de o on the ground ound o of the property legally described hereon and is correck and to the best of Rlg t - of - Way myknowledge, there are visible discrepancies, conflicts, shortages in area, , boundary line conflicts, Parcel M069 encroachments overlapping ofimprovements, iri easements orrights ts of of way y that Ihave been na addvsed of except as shown hereon. 0.851 Acres M.E.P. & P.R.R. Co. Survey, Arthur Surveying Co., Inc. Abstract Number 927 Fr~fessional Land Surveyors City of Denton P.O.Box 54 - Lewisville, Texas 75067 Office: (972) 221-9439 Fax: (972) 221-4675 Denton County, Texas Estatblished 1986 --2012-- C 1 107131-30-Parcel M069 Denton County Cynthia Mitchell County Clerk Denton, TX 76202 I ~o zoy z ooy oezoe Instrument Number: 2012-108205 As Recorded On: September 25, 2012 Warranty Deed Parties: MARTINO REALTY LP Billable Pages: 6 To Number of Pages: 6 Comment: ( Parties listed above are for Clerks reference only ) Examined and Charged as Follows: Warranty Deed 36.00 Total Recording: 36.00 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: Record and Return To: Document Number: 2012-108205 Receipt Number: 953540 TITLE RESOURCES Recorded Date/Time: September 25, 2012 03:59:10P WILL CALL DENTON TX 76202 User/ Station: C Robinson - Cash Station 1 THE STATE OF TEXAS } COUNTY OF DENTON } I hereby certify that this Instrument was FILED In the File Number sequence on the date/time i printed heron, and was duly RECORDED In the Official Records of Denton County, Texas. f Cj~lctiel.~. County Clerk Denton County, Texas I Wz - NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SLOPE EASEMENT I THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § THAT Martino Realty Limited Partnership, a Texas limited partnership ("Grantor"), in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration in hand paid by the City of Denton, Texas, receipt and sufficiency of which is hereby acknowledged, has GRANTED, BARGAINED, SOLD and CONVEYED and does by these presents GRANT, BARGAIN, SELL and CONVEY unto the City of Denton, Texas ("Grantee") a perpetual slope easement in, along, upon, under, over and across the following described property (the "Property"), owned by Grantor, and situated in Denton County, Texas, located in the M.E.P. & P.R.R. Company Survey, Abstract Number 927, to wit: PROPERTY DESCRIBED IN EXHIBIT "A" AND EXHIBIT "B", RESPECTIVELY, ATTACHED HERETO AND MADE A PART HEREOF For the following purposes: Constructing, reconstructing, installing, repairing, relocating, operating, and perpetually maintaining lateral slope in, along, upon, under, over and across said Property, including without limitation, the free and interrupted use, liberty, passage, ingress, egress and regress, at all times in, along, upon, under, over and across the Property to Grantee herein, its agents, employees, contractors, workmen and representatives, for the purposes set forth herein, including without limitation, the making additions to, improvements on and repairs to said lateral slope features or grade or any part thereof. This Easement is subject to the following covenants and agreements: i 'I i 1. Structures. No buildings, fences, structures, signs, facilities, improvements or obstructions of any kind, or portions thereof, shall be constructed, erected, reconstructed or placed in, along, upon, under, over or across the Property. Further, Grantor stipulates and acknowledges that the Grantee, in consideration of the benefits above set out, may alter the grade of the Property and may remove from the Property, such buildings, fences, structures, signs, facilities, improvements and other obstructions as may now or hereafter be found upon said Property and dispose of any such buildings, fences, structures, signs, facilities, improvements or obstructions in any manner it deems appropriate without liability to Grantee. 2. Maintenance of Lateral Slope. No activity, of any kind, shall be conducted on the Property by Grantor that may impair, damage or destroy the lateral slope, including without limitation, excavation or movement of soil or other material. 3. Access. For the purpose of exercising and enjoying the rights granted herein, the Grantee shall have access to the Property by way of existing public property or right-of-way. 4. Trees and Landscaping. No shrub or tree shall be planted upon the Property or that may encroach upon the Property. Grantee may cut, trim, or remove any shrubs or trees, or portions of shrubs or trees now or hereafter located within or that may encroach or overhang upon the Property without liability to Grantee, including without limitation, the obligation to make further payment to Grantor. 5. Grantor's Rights. Grantor shall have the right, subject to the covenants and restrictions contained herein, to make use of the Property for any purpose that does not interfere with the City's rights granted to it herein for the purposes granted. 6. Successors and Assigns. This grant and the provisions contained herein shall constitute covenants running with the land and shall be binding upon the Grantor and Grantee, and their successors and assigns. TO HAVE AND TO HOLD unto the said City of Denton, Texas as aforesaid for the purposes aforesaid the premise above described. Witness my hand, this the daY of -,LZ , 2012. I i I 2 III I Grantor: MARTINO REALTY LIMITED PARTNERSHIP, a Texas limited partnership I By: Amft Name: 4.y 44A-rt rmj rw Title: IRAouk tM6 PA&2a'N E2 ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF DENTON § This i tru nt was 1 owledged efore me on 2012 by of Martino R alty Limited Partnership, a Texa limited partnership, on behal s d limited partnership. u in and for the State of Texas My Co ?ic, 429 MNo ary P sion n Expires: Accepted this Z4t4- day of 'GCPTJ.M&S1e,, 2012, for the City of Denton, Texas (Ordinance No. 2012- I q'O ) By: VV Paul Williamson Real Estate Manager AFTER RECORDING RETURN TO: City of Denton - Engineering Department 901-A Texas Street Denton, Texas 76209 Attn: Paul Williamson 3 i i i Arthur Surveying Co., Inc, P.O. Box 54 Lewisville, Texas 75067 Office: (972) 221-9439 Fax: (972) 221-4675 EXHIBIT "A" 30' PERMANENT SLOPE EASEMENT MAYHILL ROAD PROJECT 0.362 Acres 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. Company Survey, Abstract Number 927, City of Denton, Denton County, Texas, and being part of the "South Tract" described by deed to Martino Realty LTD., Partnership, recorded under Instrument Number 2005-143880, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod with yellow cap stamped "H&N #1849" found for the northeast corner of said Martino tract, same point being the intersection of the north right-of-way line of Russell Newman Boulevard and the west right-of-way line of Mayhill Road as shown on plat of Russell-Newman Addition, an addition to the City of Denton, Denton County, Texas, recorded in Cabinet U, Page 582, Plat Records, Denton County, Texas; THENCE South 89 degrees 55 minutes 51 seconds West, with the north line of said Martino tract and the south right-of-way line of Russell Newman Boulevard, a distance of 89.55 feet to the POINT OF BEGINNING; THENCE South 44 degrees 19 minutes 17 seconds East, over and across said Martino tract, a distance of 27.91 feet to a point for corner; THENCE South 01 degrees 25 minutes 36 seconds West, over and across said Martino tract, a distance of 512.36 feet to a point for corner in the south line of said Martino tract and the north line of a tract of land described by deed to 551 Mayhill Joint Venture, recorded under Instrument Number 2005-6231, O.P.R.D.C.T.; THENCE South 89 degrees 52 minutes 44 seconds West, with the south line of said Martino tract and the north line of said 551 Mayhill tract, a distance of 30.01 feet to a point for corner; THENCE North 01 degrees 25 minutes 36 seconds East, over and across said Martino tract, a distance of 532.39 feet to a point for corner in the north line of said Martino tract and the south right-of-way line of Russell Newman Boulevard; THENCE North 89 degrees 55 minutes 51 seconds East, with the north line of said Martino tract and the south right-of-way line of Russell Newman Boulevard, a distance of 10.01 feet to the POINT OF BEGINNING and containing 0.362 acres of land. ~E OF TF 0 1~p~s~~r,,EgyN ~A' 1 JOHN M g6 . S§ LL C1107131-30 Parcel M069-PSE I~~ RUSSELL NEWMAN BOULEVARD (60' ROW per Cab. U, Pg. 582) (Cypress Boulevard per plat) S89'55'51 "W / 29.76' . 8,270.0" / L3 L1 (am.) 134.6 / - I. R. F. C. 1 `L2 ,RF/ae/ P• 0• B. 100 0 50 loo 41 1 I I / /oP /~-7P&L Easement SCALE: 1"=100' Vol. 197, Pg. 6 1 1 I Bearings shown hereon based on the City of 09 I 1 I Denton GIS Network. I I 30' Permanent 1 I I Slope Easement I I NOTES: 0.362 Acres 1 I I.R.F. = 1/2" Iron Rod Found (15,771 sq. ft.) I.R.F.C. = 1/2" Iron Rod Found with cap stamped "H&N #1849" I.R.S. = 1/2" Iron Rod Set with Igo yellow cap stamped "Arthur I IN ~ i ~~Oyy Surveying Company" Martino Realty, LTD., Partnership 1,; I+la! • All improvements not shown hereon. Instrument No. 2005-143880 44 1 I . Easement recorded in Vol. 4957, Pg. "South Tract" ~ I I e a I 3 2700 does not affect subject tract. i 'ZI °n I m 1 IN o a ~ LINE TABLE I? Ll S89°55'51 "W 89.55 4~ bye 1 1 I di L2 S44019'17"E 27.91' L3 N89°55'51 "E 10.01' I .-f JOHN M. RUSSELL 53 I N89'52'44"E Fss►d`'~': S8952'44"W 1 1 45.05' 867.40' 1 IN89 52'44"E Cam-- - - -68.95' ' "PK" Nail 1. R. F. S89°5244"W A~ Faun (C. M.) 30.01' (C. M.~ I 551 Mayhill Joint Venture I Instrument No. 2005-6231 EXHIBIT "B 11 SURVEYORS CERTIFICATION: The undersigned does hereby certify to Title Resources (G.F. No. 102454) that this survey was 3 Permanent this day made on the ground of the property legally described hereon and is conec4 and to the best of Slope Easement mylno a, there are visible discrepancies, conflicts, , shortages in area, boundary line conflicts, encroachments, overlapping of improvements, Mayhill Road Project casements or rights of way that Ihave been advised of except as shown hereon. 0.362 Acres M.E.P. & P.R.R. Co. Survey, Arthur Surveying Co., Inc. Abstract Number 927 ProFessional Land Surveyors City of Denton P.O.Box 54 - Lewisville, Texas 75067 Denton County, Office: (972) 221-9439 Fax: (972) 221-4675 Texas Estatblished 1986 2012 1~~- J t C1 1 071 31-30-Parcel M069-PSE I Denton County Cynthia Mitchell County Clerk Denton, TX 76202 70 2012 D0108206 Instrument Number: 2012-108206 As Recorded On: September 25, 2012 Easement Parties: MARTINO REALTY LP Billable Pages: 6 To Number of Pages: 6 Comment: ( Parties listed above are for Clerks reference only ) Examined and Charged as Follows: Easement 36.00 Total Recording: 36.00 i 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: Record and Return To: Document Number: 2012-108206 Receipt Number: 953540 TITLE RESOURCES Recorded Date/Time: September 25, 2012 03:59:10P WILL CALL DENTON TX 76202 User / Station: C Robinson - Cash Station 1 THE STATE OF TEXAS } c1~ COUNTY OF DENTON } I hereby certify that this Instrument was FILED In the File Number sequence on the date/time printed heron, and was duly RECORDED In the Official Records of Denton County, Texas. County Clerk -184 Denton County, Texas TITLE R E RE rke.,-r14 o T AAC*-.L M 04,1 DATE : October 22, 2012 Qw-c7ted 077).A-, 10 ,'J 0,,/ 119 GF NO: 102454 TO : THE CITY OF DENTON-ENGINEERING 901-A TEXAS STREET ATTN: PAUL WILLIAMSON DENTON, Texas 76209 ARE. Owner's Title Policy (Texas form T=1) regarding the property described in the:above -referenced file as MEP & PRR CO., Abstract #927, Tract 19, Denton County, Texas and being commonly known as 600 LOOP.288, DENTON, TEXAS 76202 ("Property"). We are pleased to enclose an Owner's Title Policy No. 91143-8263 from TITLE RESOURCES GUARANTY COMPANY, issued in connection with the purchase of the property described in the Title-Policy. The enclosed Title Policy is an important legal document, so please safeguard it with your other important papers. TITLE RESOURCES appreciates the opportunity to be of service to you and hope that you will remember us should you have a future need for the services of a title company. Please call if you have any further questions or if we can be of further assistance. Thank you again for letting TITLE RESOURCES help you with the purchase of your property. Gail Green Policy Processor wr I L ,pail@trnt.net 0 , 5Q,st112r& DEED ' . ~ a . Enclosure 525 South Loop 288 Suite #125 * Denton, Texas 76205 * Office (940) 381-1006 * Metro (940) 243-2913 * Fax (940) 898-0121 File No.: 102454 Policy No. 91143 - 8263 Premium: $1,001.65 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: (1) forgery, fraud, undue influence, duress, incompetency, incapacity or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired or otherwise invalid power of attorney; (vi) a document not properly filed, recorded or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing 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, orfrom 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. 4cps GUA'?t Titl'e.Resoitrces Guaranty Company Cyr LY ~jl' 'Af A ~ Executive Vice President T s LLC q41 Ell Chit S. LOOP 285, Ste 125 7E.'A.1V ~~tt~yrr Secretary, Form T-1: Owner's Pu,.,y Effective 2/01/2010 TLTA T-1 OWNER'S POLICY (2/1/10) Policy No.: 9 1 1 43-8263 TITLE RESOURCES GUARANTY COMPANY SCHEDULE A Name and Address of Title Insurance Company: TITLE RESOURCES GUARANTY COMPANY File No.: 102454 Policy No.: 91143-8263 Amount of Insurance: $105,323.00 Premium: $1,001.65 Date of Policy: September 25, 2012 1. 'Name of Insured: CITY OF DENTON, TEXAS, a Texas Home Rule Municipal Corporation 2. The estate or interest in the Land that is insured by this policy is: Fee Sirnple 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: Being two tracts of land (Mayhill Road, Right of Way Parcel M069, 0.0851 acres) (30' Permanent Slope Easement, 0.362 acres) situated in the M.E.P. & P.R.R. Company Survey, Abstract No. 927, City of Denton, Denton County, Texas, and being more particularly described in Exhibit "A" and Exhibit "B" attached hereto and made a part hereof for all purposes. File No.: 102454 Page 1 of 5 08 TLTA - T-1 Owner's Policy TLTA T-1 OWNER'S POLICY (2/1/10) Policy No.: 91143-8263 rthur Surveying Co.., Inc. .Px-®fessioz:aY Z~a a Surveegoxs P.O. Box 54 Lewisville, Texas 75067 OlTic c: (972) 221-9439 Fax: (972) 221-4675 EXHIBIT "A" MAYHILL ROAD RIGHT-OF-WAY PARCEL M069 0.851 Acres 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. Company Survey, Abstract Number 927, City of Denton, Denton County, Texas, and being part ofthe "South Tract" described by deed to Martino Realty LTD., Partnership, recorded under Instrument Number 2005-143880, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod with yellow cap stamped "H&N #1849" found for the northeast corner of said Martino tract, same point being the intersection of the north right-of-way line of Russell Newman Boulevard and the west right-of-way line of Mayhill Road as shown on plat of Russell-Newman Addition, an addition to the City of Denton, Denton County, Texas, recorded in Cabinet U, Page.582, Plat Records, Denton-County,-Texas; THENCE South 01 degrees 29 minutes 29 seconds West, with the east line of said Martino tract and the west right- of-way line of Mayhill Road, a distance of 532.31 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for the southeast comer of said Martino tract, same point being in the north line of a tract of land described by deed to 551 Mayhill Joint Venture, recorded under Instrument Number 2005-6231, O.P.R.D.C.T.; THENCE South 89 degrees 52 minutes 44 seconds West, with the south line ofsaid Martino tract and the north line of said 551 Mayhill tract, a distance of 68.95 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for comer; THENCE North 01 degrees 25 minutes 36 seconds East, over and across said Martino tract, a distance of 512.36 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for corner; THENCE North 44 degrees 19 minutes 17 seconds West, over and across said Martino tract, a distance of 27.91 feet-to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for comer in the north line of said Martino tract and the south right-of-way line of Russell Newman Boulevard; THENCE North 89 degrees 55 minutes 51 seconds East, with the north line of said Martino tract and the south right-of-way line of Russell Newman Boulevard, a distance of 89.55 feet to the POINT OF BEGINNING and containing 0.851 acres of land. OF A~ JCA.... M. RUSSELL 5305 ey! - '4U 'a QW C1107131-30 Parcel M069 File No.: 102454 Page 2 of 5 08 TLTA - T-1 Owner's Policy it i TLTA T-1 OWNER'S POLICY (2/1/10) Policy No.: 91143-8263 RUSSELL NEWMAN BOULEVARD (60' ROW per Cab. U, Pg. 582) (Cypress Boulevard per plat) d/I dS8955'51"WNS9°55'51°E I.R.F.C. ~270.OD. / 39.77' 89.55' (C.M.) yo13 - I.R.FC, I.R.S. N44°19'17"W t ~7 O. 100 0 50 100 27.91' j i SCALE: 1"=100' 1 Bearings shown hereon based on the City of /e - aetl9 ~t ; i Denton GIS Network. d 0.851 Acres I t Right-of-Way Zzj i NOTES: Parcel M069 LR F. 1/2" Iron Rod Found (37,048 sq. ft.) 1 I.R.F.C. = 1/2" Iron Rod Found with 1 1 cap stamped "H&N #1849" t . I.R.S. = 1/2" iron Rod Set with MI I yellow cap stamped "Arthur t ~0so Surveying Company" y F+•la All improvements not shown hereon. Martino Realty, LTD., Partnership W t a • Easement recorded in Vol. 4957, Pg. Instrument No. 2005-149880 oI N g 2700 does not affect subject tract. ^ 1 e "South Tract" O' ~ o ~i~------ff) A ¢fioe~ ~ t r V Of 4' o t E 4 ~~w t t JOIiN RUSSELL Vv I - { ~o I N895244"E S8952'44"W j t 45.05' 897.41' I.R.S. I.R.S "W" Nail o-_--___ 2_----- 89° 52'44" I.R.F Found (GM.) 68.95' ' (C.M. t i 551 MayhlII Joint Venture I Instrurnant No. 2005-8231 EXHIBIT JIB" M°~~~~,TT1o 75e andaeipeddxabmebyeattlfyto We M~Kt, RO~~ Rts a(GA do. m10204) dw umda fbep aawvrywee 1Lit 4y doymudede = m rLa gmuadofl6epropatylegally dam'bed betmn nd u our:e4 and w tb bW of mylaowkdv,tbtae me aevbfldodoc* - of- Rig way mawc~ .bores m ma twuadmylloa mnfueb m•®mbmiigbte ofwaytbatrluvebeaedvlard Parcel M069 ofexaptas abown baeoa 0.851 Acres M.E.P. & P.R.R. Co. Survey, ArSurVCying co., Inc. Abstract Number 927 s~ City of Denton P.O.Box 54 - Lewisville. Texas 75087 y Office: (972) 221-9439 Fax: (972) 221-4675 Denton County, Texas Estatblished 1986 - 2012- 1 D 131:WParce 069 File,No.: 102454 Page 3 of 5 08 TLTA-T-1 Owner's Policy TLTA T-1 OWNER'S POLICY (2/1/10) Policy No.: 91143-8263 TITLE RESOURCES GUARANTY COMPANY SCHEDULE B 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: 1. 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 survivorship rights, if any, of any spouse of any Insured. 4. Any titles or rights asserted by anyone, including but not limited to, persons, the public, corporations, governments or other entities, a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or b. to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or c. to filled-in lands, or artificial islands, or d. to statutory water rights, including riparian rights, or e. to the area extending from the line of mean 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 2012, and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year. 6. The following matters and all terms of the documents creating or offering evidence of the matters (The Company must insert matters or delete this exception): a. Undivided interest in Oil, Gas and other Minerals reserved in deed from RUSSELL- NEWMAN, LTD. to DENTON COUNTY, TEXAS filed November 17, 2005, recorded under CC# 2005-143878, Real Property Records of Denton County, Texas. (Title to said interest not checked subsequent thereto.) b. Mineral lease granted by W.H. BLASINGAME and wife, JOHNIE MYRTLE BLASINGAME and E. G. BLASINGAME and wife, LETHA BLASINGAMEto STANDARD OIL COMPANY OF TEXAS described in instrument filed April 4, 1955, recorded in Volume 405, Page 335, Deed Records of Denton County, Texas. (Title to said interest not checked subsequent thereto.) c. Mineral Estate and Interest described in instrument filed September 25, 2012, CC# 2012- 108205, Real Property Records of Denton County, Texas. (Title to said interest not checked subsequent thereto.) File No.: 102454 Page 4 of 5 - 08 TLTA - T-1 Owner's Policy TLTA T-1 OWNER'S POLICY (2/1/10) Policy No.: 91143-8263 d. Slope Easement from MARTINO REALTY LIMITED PARTNERSHIP, a Texas limited partnership, to the CITY OF DENTON, TEXAS, filed September 25, 2012, CC# 2012- 108206, Real Property Records of Denton County, Texas. i File No.: 102454 Page 5 of 5 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: 1. (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. (1) 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 predecessor Insured. (e) "Insured Claimant": 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 by this policy. (h) "Mortgage": mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (i) "Public Records": records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. - (j) "Title": the estate or interest described in Schedule A. - (k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE. Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 2/01/2010 The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO. BE GIVEN BY INSURED CLAIMANT. The Insured shall notify the Company promptly in writing (1) 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 or7ender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other than the Insured or With the Insured Claimant. (1) to pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute or continue any litigation. 8-DETERMINATION AND EXTENT OF LIABILITY. This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of: (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 3 or 5 and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10%, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees and expenses incurred in accordance with Sections 5 and 7 of these 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 bythe amount of the payment. 11. LIABILITY NONCUMULATIVE. The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS. When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT. (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION. Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules'). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All 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) maybe 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 litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT. Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at 8111 LBJ Freeway, Suite 1200, Dallas, Texas 75251. Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 2/01/2010 II FT (6/2001) File No.: 102454 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. 0 Information we receive from a consumer-reporting agency. A 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 LAS'. 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. 102454 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: 0 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. r 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 Tegulations to guard your nonpublic personal information. G.F. Number 102454 IMPORTANT NOTICE To obtain information or make a complaint: 1. You may contact your title insurance agent at (940) 381-1006. 2. You may call TITLE RESOURCES GUARANTY COMPANY's toll-free telephone number for information or to make a complaint: (insert underwriter information). 3. You may also write to TITLE RESOURCES GUARANTY COMPANY at (insert underwriter information). 4. You may contact the Texas Department of Insurance to obtain information on companies, coverages, rights or complaints at 1-800-252-3439. 5. You may write the Texas Department of Insurance, P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: http://www.tdi.state.tx.us E-mail: ConsumerProtection@.tdi.state.tx.us PREMIUM OR CLAIM DISPUTES: Should you have a dispute concerning your premium or about a claim you should contact the title insurance agent first. If the dispute is not resolved, you may contact the Texas Department of Insurance. ATTACH THIS NOTICE TO YOUR POLICY: This notice is for information only and does not become a part or condition of the attached document. AVISO IMPORTANTE Para obtener informacion o para someter una queja: 1. Puede comunicarse con su agente de seguro de titulo al (940) 381-1006. 2. Usted puede Ilamar al numero de telefono gratis de TITLE RESOURCES GUARANTY COMPANY's para informacion o para someter una queja al (insert underwriter information). 3. Usted tambien puede escribir a TITLE RESOURCES GUARANTY COMPANY: (insert underwriter information). 4. Puede comunicarse con el Departamento de Seguros de Texas para obtener informacion acerca de companias, coberturas, derechos o quejas al: 1-800-252-3439 5. Puede escribir al Departamento de Seguros de Texas: P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: http://www.tdi.state.tx.us E-mail: ConsumerProtection@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) I F1 � � �%" F �"��lr?�" �� - �"J�;� Form Prescribed by State Board of Insurance of Texas (9/1/75) File Number: 102454 TITLE RESOURCES GUARANTY COMPANY ENDORSEMENT Attached to and made a part of TITLE RESOURCES GUARANTY COMPANY Policy or Interim Construction Binder Number 91143-8263, this 18th day of April, 2013. SCHEDULE A, Item No. 2 is hereby amended to read as follows: FEE SIMPLE (Mayhill Road Parcel M069 0.851 acres) EASEMENT ESTATE (30' Permanent Slope Easement) SCHEDULE A, Item No. 4 is hereby amended to include the 30' Permanent Slope Easement, 0.362 acres and being attached hereto and made a part hereof for all purposes. Nothing herein contained shall be construed as extending or changing the effective date of the aforesaid policy or interim construction binder, unless otherwise expressly stated. This Endorsement is to be valid only when it bears an authorized countersignature. �µ�b�p„Bt��d��YtiBt;i ti"4�; a �� h�° m� _.._ �.„;,r __...._._.. �as��7ri�r�r�� "�r�.ur�G�r'wi��r�.ud��e'�a�� iit� Resouroes Ll� 525 S. Loop 2�� 126 Denton, TX 782�� 5 FORM T-3 Endorsement 0 � rthur Surveying. Co., I nc� Fr+of�sstioaal.�,�u,d Surveyozs P.O. Bo�c 54 -r Lewisville, Texas 75067 OIIic:c: (97?) 221-9439 •� Fttx: (972) 227 -4675 EXHIBIT "A" 30' PERMANENT SLOPE EASEMENT MAYHILL ItUAD PROJECT 0.362 Acres 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. Company Survey, Abshact Number 927, City of Denton, Denton County, Texas, and being part of the "South Tract" described by deed to Martino Realry LTD., Parmership, recorded under Instrument Number 2005-143880, Official Public Records, Denton County, Texas (O.P.RD.C.T.), and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod with yellow cap stamped "H&N #1849" found for the aortheast corner of said Martino hact, same point being the intersection of the north right-of-way line of Russell Newman Boulevard and the west right-of-way line of Mayhill Road as shown on plat of Russell-Newman Addition, an addition to the Ciry of Denton, Denton County, Texas, recorded in Cabinet U, Page 582, Plat Records, Denton County, Texas; THENCE South 89 degrees 55 minutes 51 seconds West, witt� the north line of said Martino tract and the south right-of-way line of Russell Newman Boulevard, a distance of 89.55 feet to thc POINT OF BEGINIYING; THENCE South 44 degrees 19 minutes 17 seconds East, over and across said Martino tract, a distance of 27.91 feet to a point for comer; � THENCE South Ol degrees 25 minutes 36 seconds West, over and across said Martino tract, a distance of 512.36 feet to a point for comer in the south line of said Martino tract and the north line of a tract of land described by deed to 551 Mayhill Joint Venture, recorded under Instrument Number 2005-6231, O.P.R.D.C.T.; THENCE South 89 degrees 52 minutes 44 seconds West, with the south line of said Martino tract and the north line of said 551 Mayhill tract, a distence of 30.01 feet to a point for comer; THENC�E North O1 degrees 25 minutes 36 seconds East, over and across said Martino tract, a distance of 532.39 feet to a point for corner in the north line of said Martino tract and the south right-of-way line of Russell Newman Boulevazd; THENCE Notth 89 degrees 55 minutes 51 seconds East, with the north line of said Martino tract and the south right-of-way line of Russell Newman Boulevard, a distance of 10.01 feet to the POINT OF BEGINNINC and containing 0.362 acres of land. � A �� •V- � �� . C1107131-30 Paral M069-PSE RU�SELL NEWMAN " � ULEVARD (60' ROW per Cab. U, �',�. 5��') (Cypress Boulevard per plat) �� ,��';�t "W �, �' 29. �a�" ��,��.��; �^ L3 ��.�i °� LR.F.0 � �• c� �� '� ��Z,'�•��r �� -ia�� ar �. N� ��7 �r. � � �� " � ��'� 30' Permanent � Slope Easement � 0.362 Acres ' (15,771 sq. ft.) � Martino Realty, LTD., Partnership Instrument No. 2006-143880 "South 'l�act" � �°�p�� "�""" ""�" "� �� Q�� ,�, 5a S89 S2'44"W 867.40' � ,� �. .»��.,.�. � A ��...�.. ,,. ..� I.R.F. (C.M.) 661 MayhUl dotnE Venture In�4vment No. 2008—A23L 30.DI' � �" � 1 � R ! � � � � �� "�q. °� "�."� �"�� 0.382 Acres M.E.P. & F.R.R. Co. Survey, Abstract Number 927 Citp of Denton Denton Countp, Tegas — 2012 — 1.R.F.0 Ll (CM.) P � +w a 1 M � � M � f �� N�� W o�4 � � a � N � � � �� Z � � � � � �, � � �� ' � N89 52'44"E H 45.08 "1��" �+la�i �� 1�4 C� 50 l0U $CALE: 1"� L00' Bearings shown hcreon based on Ihe City of Denton GIS Networic. NOTES: • I.RF. =1/2" Iron Rod Found • [.R.F.C. =1R" Iron Rod Found wilh cap stamped "H&N #1849" • I.R.S. � I/2" Iron Rod Set with yellow cap slamped "Arihur Surveying Company" • All improvements not shown hereon. � Easement recorded in Vol. 4957, Pg. 2700 does not et�ect subject tract. 7G.� 38 �� 9°SS'Sl "W 89.�'�" "�` S44°I9'17'B 27:��" L� N89°SS'S1 "E 14.1��' �M ` �" � ,� �� *. � .. � �� ,r C � , � ✓ . SDRVEYORB C8R7IIPfCATiON: Tbe �da�(�ed doa bae6y�oadQ� o0 711fe Resoiaeer(O.F.Na 1Ot134)�tU�wrveywas t�?f�de�m��e,�mdaa n�f�aa d ��CCd4��+nnondfa �, sw�r� tlww aC�a Ir��d� my bwwradgq, mero.n m vid6le dfeae�da, �.�m.�.,�,��. wao.mwma, ov�r�g orlmp,nvemaea, �eob ardghm ofway 16etlLrve beeo advtrad ofao[oeptu t6owo 6e�eoo, rthur Surveying Coy Inc. Praf�io�asl Land s"urvrcyio�s �.+�„��p�; 84 — Lewfevllle, Tezae 76087 Ottloe: (972) 221-8459 ffaz: (972) 221-4678 Eelatbllshed 1988 •