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2012-139s:\legallour documentslordinances1121martino 052 053 acquisition ordinance.doc o�nvaNCE rro. 2012-139 AN ORDINANCE FiNDING THAT A PUBLIC USE AND NECESSITY EXISTS TO ACQUIRE (I) FEE SIMPLE TO A 2.613 ACRE TRACT; (II) A SLOPE EASEMENT ENCUMBERING A 0.270 ACRE TRACT; AND (III) A TEMPORARY CONSTRUCTION GRADING AND ACCESS EASEMENT ENCUMBERING A 0,161 ACRE TRACT; ALL TRACTS SITUATED IN THE M.E.P. & P.R.R. COMPANY SURVEY, ABSTRACT NO. 927, LOCATED IN THE CITY OF DENTON, DENTON COUNTY, TEXAS, AS MORE PARTICULARLY DESCRIBED ON EXHIBIT "A", ATTACHED HERETO AND MADE A PART HEREOF, LOCATED GENERALLY AT THE NORTHWEST CORNER OF MAYHILL ROAD AND RUSSELL NEWMAN BOULEVARD (THE "PROPERTY 1NTERESTS"), FOR THE PUBLIC USE OF EXPANDING AND IMPROVING MAYHILL ROAD, A MUNICIPAL STREET AND ROADWAY; AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO MAKE AN OFFER TO MARTINO REALTY LIMITED PARTNERSHIP, A TEXAS LIMITED PARTNERSHIP (THE "OWNER") TO PURCHASE THE PROPERTY INTERESTS FOR THE PURCHASE PRICE OF TWO HUNDRED NINETY SEVEN THOUSAND ONE HUNDRED FORTY DOLLARS AND NO CENTS ($297,140.00), AND OTHER CONSIDERATION, AS PRESCRIBED 1N THE PURCHASE AGREEMENT (THE "AGREEMENT"), AS ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT "B"; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AUTHORIZING RELOCATION EXPENDITURES; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, after due consideration of the public interest and necessity and the public use and benefit to accrue to the City of Denton, Texas; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION l. The City 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 make a formal offer to the Owner to purchase the Property Interests from the Owner. SECTION 3. The City Manager, or his designee, is hereby authorized to execute for and on behalf of the City (i) the Agreement, by and between the City and Owner, in the form attached hereto and made a part hereof as Exhibit "B", with a purchase price of $297,140.00 and other consideration, plus costs and expenses, all as prescribed in the Agreement; and (ii) any other documents necessary for closing the transaction contemplated by the Agreement. SECTION 4. The City Manager, or his designee, is directed, by certified mail, return receipt requested, to disclose to Owner any and all appraisal reports produced or acquired by the City relating specifically to the Owner's property and prepared in the 10 years preceding the date of the offer made by the Agreement. SECTION 5. The offer to Owner shall be made in accordance with all applicable law. SECTION 6. The City Manager is authorized to make expenditures in accordance with (i) the terms of the Agreement; and (ii) Ordinance No. 2012-073, dated April 17, 2012, pertaining to relocation related expenses and advisory services, as applicable. SECTION 7. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 8. approval. PASSED AND APPROVED this the ��day of , 2012. This ordinance shall become effective immediately upon its passage and MARK A. URROU , MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: �� EXHIBIT "A" - to Ordinance (Property Interests) � r�l�ur Surve�yi�.g Co,, I r�c. �'x�f�ss.�oxza.� .�-�-xxd ��ux-fr�yoxzs i�.t7. F3ox 54 �. 7.,owigville, Texn�s'750�7 C�fitioc: (97�) 221-9439 -� �a�:: (972) 221-4t�7S EXHIBIT "A" MAYHILL ROAD RIGHT-OF-WAY PARCEL M052 & M053 2.613 Acres City of Denton, Denton County, Texas BEING all that certain lot, ti•act 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 that tract of land described by deed to Martino Realty Ltd. Partnership, xecorded under instrument Number 2006-39542, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), and being part of the "North Tract" described by deed to Martino Realty Ltd. Partnership, recorded under Instrument Number 2005-143880, O.P.R.D.C.T., and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod found for the southeast corner oi said Maitino "North Tract" (2005-143880) being the intersection of the.north right-of-way line of Russell Newman Boulevard and the west right-of-way lina of Mayhill Road as dedicated as shown on Russell-Nawman Addition, an addition to the City of Denton, Denton County, Texas, accoxding to the plat thereof recorded in Cabinet U, Page 582, Plat Records, Denton County, Texas; THENCE South 89 degrees 55 minutes 51 seconds West, widi the south lnie of said Martino "North Tract" (2005- 143880) and the north right-of-way line of Russell Newman Boulevard, a distance of 89.61 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASC) set far corner; THENCE North 4S degrees 40 minutes 43 seconds East, over and acxoss said Martino North Tract" (2005-143880), a distance of 28.65 feet to a U2 inch u on rod with yellow cap stamped "Ai�thur Siuveying Company" (ASC) set for corner; THENCE North O1 degrees 25 minutes 36 seconds East, over and across said Martino h•acts, passing the north line of said Martino "North Tract" (2005-143880) and tlie south line of said Martino tract (2006-39542) at 512.65 feet, continuing on for a total distance of 1169.76 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASC) set for corner in the north line of said Martino tract (2006-39542) and the south line of a tract of land descxibed by deed to Prominence Square Land Development, L.P., recorded under Instrument Number 2004- 3769, O.P.R,D.C.T,; THENCE South 89 degrees 24 minutes 54 seconds East, with the north line of said Martino tract (2006-39542) and the south line of said Prom�nence Square tract, a distance o£ 117.39 feet to a"PK" Nail set for the noitheast corner of said Martino tract (2006-39542) and the southeast corner of said Prominence Square tract, same point being in the existing Mayhill Road; THENCE South O1 degrees 3b minutes 49 seconds West, with the east line of said Martino tract (2006-39542) and in Mayhilt RoAd, a distance of 656.92 feet to a"PK" nail found for tFie southeast corner of said Martino tract (2006- 39542) and the northeast comer of a right-of-way dedication shown on said Russel-Newman Addition; (continued) C1107131-29 Parcel M052 & M053 EXHIBIT "A" - to Ordinance (Property Interests) rthur• �urveying Ca., Inc. .�rc�.�"ess.ion�,7 .�,�.n:d S�uxv�yoxs P.C�. Fiox 54 •-'(,.%wisviile, 'I"ext�s 7a()�7 OfLir.u: (�.�72) �27.-9439 ..- ;�'s�a:; (972) 22X-4E7S THENCE North 89 degrees 31 minutes 44 seconds West, with the south line of said Martino iract (2006-39542) and a north line of said right-of-way dedication, a distance of 45.04 feet to a 1/2 inch iron rod with yellow cap stamped °`Arthur Surveying Company" (ASC) set for the northeast coiner of said Martino "North Tract" (2005-143880); THENCE South O1 degrees 29 minutes 29 seconds West, with the east line of said Ma��tino "North Tract" (2005- 143880) and the west right-of-way line of Mayhill Road, a distance of 532.00 feet to the POINT OF BEGINNING and containing 2.613 acres of land, of which 0.314 acres lie within the existing Mayhil��a_d. C1107131-29 Parcel M052 & M053 EXHIBIT "A" - to Ordinance (Property Interests Promtnence Square Iand Development, LP. � Instrumant No. 2004-3789 589°24'S4" I.R.S, 117.39' "P Set �� 1.R.F. ^ N8924'54°W + � ��—I I 550,82' 1 �I � � i �,�� `: !mplied .k� I�Dedicatlon 200 0 l00 200 exrstrnq � vl bullding�-'-�, � —, �„_t J I N SCALE; 1" = 200' MaI'tino Ree.tty, Ltd. Partnership � I a� Bearings shown hereon based on the City of Insttument No. 2006-39542 �'�1 ;° Denton GIS Network. l.R.F. ��, (Co---- �,-- �� ',� , �'� ��,. �� `� '�r� I �� b � W� 1°� i �� Q3� ��h"�'•" � w a � �h O �� bulding 1 �o �� :OTES: ° . I.R.F. = 1/2" Tron Rod Found ry �`�n �� I.K.S, = 1/2" Iron Rod Set with '4'� � �,� yellow cap stamped "Arthur �,.'�� F"'� ro Surveying Company" �+ �� . All improvements not shown hereon. r N89� ` 1165, 7J' exlst/ng I � buflding � � W 1� �o "� I,R.S. "PK° Nai! — — — ry Found 0 1 • i N89°31'44"W � � � � 45.04' I�. New Right-of-way 2.299 ac. (100,147 sq. ft.) � Existing Implied Dedication 0.314 ac. (13,670 sq, ft.) � b 2.613 Acres (it3,si� SQ. ft,� t 1 M Right-of-W ay Martino Realty, Ltd. Partnership � �� Parcel 1V.I052 & M053 Instrument No. 2005-143890 '� �� "North Tract" � .g � � N I��'� 1 °' I 1 1 N45°40'43"E � 28.65' !. R. S, 1. R.F. C.M.) �� . , / S89°55'SI "W � 89.61' P. O. B. RUSSELL NEWMAN BOULEVARD (60' ROW per Cab, iJ, Pg. 582) (G�press Boulevard per plat) EXHIB IT "B " Ma yhill Road Right--of —Way Parcel M052 & M053 2.613 Acres M.E.P. & P.R.R. Co. Survey, Abstract Number 927 City of Denton Denton County, Texas -- 2012 -- rthur Surveying Co., Inc. Pmfessional Laad Stu�veyo�rs P.U.Hox 54 — Lewiaville, Tegas 78087 Office: (972) 221-9439 Fas: (972) 221-4676 Eatathliahed 1986 EXHIBIT "A" - to Ordinance (Property Interests) rthur Surveying Ca., I nc. Fxot'�ssxaxz�,Y L�d Sux�sre,yox� P.O, Box S4 --- Lewisville,.Texas 75067 Off'ice: (972) 221-9439 �-- Fax: (97'Z) 221-4675 EXHISIT "A" MAYHILL ROAD PROJECT 10' PERMANENT SLOPE EASEMENT 0.270 Acre City of Denton, Denton County, Texas BEING all that certain lot, lract or parcel of land situated in tkte M,E.P, & P,R.R. Company Sw•vey, Abstract Number 927, City of Denton, Denton County, Texas, and being part of that tract of land described by deed to Martino Realty Ltd. Partnership, recorded under Insi�•ument Number 2006-39542, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), and being part of the "North Txact" described by deed to Mai�tino Realry Ltd. Partnership, recorded under Insixument Number 2005-143880, O.P.1t.D.C,T., and being more particularly described as foilows: COMMENCING at a 1!2 inch iron rod found for the southeast corner of said Martino "Noi�li Tract" (2005-143880) 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 dedicated as shown on Russell-Newman Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet U, Page 582, Plat Records, Denton County, Texas; THENCE South 89 degrees 55 minutes 51 seconds West, with the south line of said Martino "North Tract" (2405- 143880) and the north right-of-way line of Russell Newman Boulevard, a distance of 89.61 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASC) set for corner; THENCE North 45 degrees 40 minutes 43 seconds East, over and across said Martino "North Tract" (2005- 143880), a distance of 14.32 feet to the POINT OF BEGINNING; THENCE North 01 degrees 25 minutes 36 seconds East, over and across said Martino tracts, a distance of 1179,88 feet to a point for coimer in the north line of said Martino tract (2006-39542) aiid the south line of a tract of land described by deed to Prominence Square Land Development, L.P., recorded under Tnstrument Number 2004-3'769, O.P.R.D.C.T.; THENCE South 89 degrees 24 minutes 54 seconds East, with the north line of said Martino tract (2006-39542} and the south line of said Prominence Square t�•act, a distance of 10.00 feet to a point for corner; THENCE 3outh O1 degcees 25 minutes 36 seconds West, over and across said Martino Tracts, a distance of 1 l. 69.76 feet to a point for corner; THENCE South 45 degrees 40 minutes 43 seconds West, over and across said Martino "North T• "(2005- 143880), a distance of 14,33 feet to the POINT OF BEGINNING and containing 0.270 ac ,��.' or less. . C1107131-29 Parcel M052 & M053 Permanent Slope Easement 1%��. �, �'31`�,, h''',''!..�r">; I� �� fi�1'�. I / / EXHIBIT "A" - to Ordinance Prominence Square i.and Development, LP, Instrument No, 2004-3789 J,R.F. — — — —N89 24'54"W 540,82' L3 i17.39' �—. ' (' ^� & I '' I !� � � �I exrstmg 'i ��I � bullding � J iN Martino Realty, Ltd. Partnership �"—" I rn Instrument No, 2008-39542 �,�^ �I `O � N � � �9 P�� l � O �� i�� '� °o �� x� �, ii� �o b �'� I tn � �� '�exlstin9) ,?? � �I 6ulfdir+g� exlating � � building� � ,� � I.R,F. •„� (C. M.) � j,, � — — �, ---v�--- — — — — N89 31'44"W '�� f 280.95' ��. Q' �• � Martino Realty, Ltd. Partnership Instrument No. 2006-143880 "North Tract" RUSSELL �"PK° Nai! —v Found N89 :3f '44 °W �'�o � � 45.04' ;ii� � � �� ! 1� �3, I' � N o f� N°a,� �� v�i �� 10' Permanent Slope Easement 0.270 Acres (11,748 sq. ft.) NEwM� �our�v�n (60' ROW per Cab, I7, Yg. 582) (Cypress Boulevard per plat) EXHIB IT "B " 10' Permanent Slope Easement Mayhill Road Project 0.27(I Acres M.E.P. & P.R.R. Co. Survey, Abstract Number 927 City of Denton Denton County, Texas -- 2012 -- Interests N 200 U 100 200 SCALE: 1" = 20Q' Bearings shown hareon based on the City of Denton GIS Network. NOTES: • I,R.F, = 1/2" Iron Rod Found • I.R.S, = 1/2" Iron Rod Set wiih yellow cap stamped "Arthur Suryeying Company" • All improvements not shown hereon. LINE TABLE Ll S89°55'S1 "W 89.61' L2 N45°40'�43"E 14.32' L3 S89°24'S4"E 10.00' L4 S45°40'43"W 14.33' rthur Surveying Co., Inc. Pmfessional Land Surveyors P�O.Hox 54 — Lewiaville, Tegas 75067 Ofiice: (872) 221-9439 Fag: (972) 221-4675 Estatblished 1988 EXHIBIT "A" - to Ordinance (Property Interests) , r�h�.r Su.�'v��ng Ca., �nc. �'rQ.�'essio�rat�p .�:•�x�d 5'xuv�yox�s 7>.C7. k3n� S�.-. I.,ctivisville, "i'��cais 75t1G7 � <J�:i:ico: (972) 22'.1-9439 •� I��x: (972) 227�-'�675 EXHIBIT "A" MAYHILL ROAD PROJECT VA.RIABLE WIDTH TEMPORARY CONSTRUCTION EASEMENT 0161 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. Cornpany Survey, Abstract Number 927, City of Denton, Denton County, Texas, and being part of that ixact of land described by deed to Martino Realty Ltd. Partnexship, recorded under Instrument Number 2006-39542, Official Public Records, Denton County, Texas (O.P.R.D.C.T,), and being more pazticularly described as follows: COMMENCING at a"PK" Nail found in Mayhill Road for the southeast cornex of said Martino tcact and the northeast corner of a right-of way dedication shown on plat of Russell-Newman Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet U, Page 582, Plat Records, Denton County, Texas; THENCE North 89 degrees 31 minutes 44 seconds West, with the south line of said Martino tract, passing the noithwest corner of said right-of-way dedication and the northeast corner of the "North Txact" described by deed to Martino Realty Ltd. Partnership, recoxded under Instrument Number 2005-143880, O.P.R.D.C.T. at 45.04 feet, continuing on for a total distance of 125.25 feet to the POINT OF BEGINNING; � TH�NCE North 89 degrees 31 minutes 44 seconds West, with the south line of said Martino tract (2006-39542) and the north line of said Martino "North Tract" (2005-143880), a distance of 40.01 feet to a point for corner; '�HENCE North O1 degrees 25 minutes 36 seconds East, ovex• and across said Ma�tino tract (2Q06-39542), a distance of 150.02 feet to a poant for cotner; THENCE South 89 degrees 31 minutes 44 seconds East, over and across said Martino tract (2006-39542), a distance of 30.00 feet to a point For corner; TT3ENCE North O1 degrees 25 minutes 36 seconds East, over and across said Martino t�•act (20�6-39542), a distance of 100.01 feet to a point far coxner; THENCE South 89 degrees.31 minutes 44 seconds Bast, over and across said Martino tract (2006-39542), a d'lstance of 14.00 feet to a point for corner; THENCE South O1 degrees 25 minutes 36 seconds West, over and across said Martino U�act (2006-39542}, a distance of 250.03 feet to the POINT OF BEGINNTiVG and containing 0.1.61 acres of land,,m�or�r 1ess. . C1107131-29 Parcel M052-TCE �,.� c ■ 4 OIIf , ,' ( �1 ; �' � . � �, `,`� EXHIBIT "A" - to Ordinance (Property Interests) Praminence Squara Iand Developmant, LP. Inetrument No. 2004-3789 N89 24'S4_'W &68.21' I,R,F. � - � _,—. I „� I �� ' �--�� I a� I �I l exlsting I vl bullding—`^�I � J iN Martino Realty, Ltd. Partnership 1 j "' rn Instrument No. 2008-39542 � I � o `O � II y� �U I � °"a 1� i �-� � exrs�rn9 M building Variable Width �� Temporary Construction Easement �S�) � i 0.161 Acres I'�I exlstln L� buildingl (7,001 sq. ft.) ��--�/ l.R,F. � (C.M.) �J� '�� , _ 0�-�- - .- ,� -"-V'-- - �� N89 31'44°W � ,�'�a'�' 11 i5. 70' �' �� L3' � � �i"�� Martino Realty, Ltd. Partnership �� Instrument No. 2006-143880 "North Traet" L2 I I I I N8931' I � � I 45.04' 3. �� I, �� 3- I °' �., N p � �� I �� o � �� '� � �a �3 1�'�I � �� I �i � �� I I. R.F. (C.M.) �� ,, �USSELL NEWMAN � B4ULEVARD (60' ROW per Cab. U, Pg. 582) (Cypress Boulevard per plat) EXHIBIT "B" Varialble Width Temporary Construction Easement Mayhill Road Pro je�et 0.161 Acres M.E.P. & P.R.R. Co. Survey, Abstract Number 927 City of Denton llenton County, , Texas � -- 2012 -- p N 200 0 100 200 SCALE: 1"= 200' Beazings shown hereon based on the City of Denton GIS Network. NOTES: . I.R.P. = 1/2" Iron Rod Found • I.R.S. =1/2" Iron Rad Set wifh yellow cap stamped "Arthur Surveying Company" . All improvements not shown hereon. LINE TABLE N89°31'44"W 125.25' N89°31'44°W 40.01' NQ1 °25'36".E 150.02' SR9°31'44'B 30.00' I L7 I S01 °25'36"W I 250.03' J rfihur Surveying Co., Inc. ps,�fessional Laaa susveyors P.O.Bog 54 - Lewisville, Tegae 75Q67 Office: (972) 221-9439 �'a�: (972) 221.-4876 Estatbliahed 1986 PURCHASE AGREEMENT NOTICE YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOV�, HAVE THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE. THIS PURCHASE AGREEMENT (the "Agreement") is dated �GCf1e �� , 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, a Texas 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, 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) easements in, along, over, upon, under and across, a portion of the Land, each related to the Proj ect; and WHEREAS, it is desirous of both parties to stipulate and agree to the terms and conditions associated with the purchase of the necessary real property interests for the Project; NOW, THEREFORE, for Ten and No/100 Dollars ($10.00), and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. 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 E�iibit "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; (ii) a Slope Easement (herein so called), in, along, upon, under, over and across the tract of land being described in E�ibit "A" and depicted in Exhibit "B" (the "Slope 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; and (iii) a Temporary Construction, Grading and Access Easement (the "Temporary Easement"), in, along, upon, under, over and across the tract of land being described in Exhibit "A" and depicted in Exhibit "B" (the "Temporary Easement Lands"), to that certain Temporary Construction, Grading and Access Easement, attached hereto as Attachment 3 and made a part hereof, for temporary construction, grading and access purposes, as more particularly described therein (the Slope Easement Lands and the Temporary Easement Lands are collectively referred to herein as the "Easement Lands"). The (i) Special Warranty Deed shall be in the form and upon the terms as attached hereto and incorporated herein as "Attachment 1"; (ii) Slope Easement shall be in the form and upon the terms as attached hereto and incorporated herein as "Attachment 2"; and (iii) Temporary Easement shall be in the form and upon the terms as attached hereto and incorporated herein as "Attachment 3" (the Slope Easement and the Temporary Easement are collectively referred to herein as the "Easements") (the Fee Lands and the Easements 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 2 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 exclude (i) all substances 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 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" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. 2. As consideration for the granting and conveying of the Fee Lands and the Easements to the City, City shall pay to Owner at Closing the sum of Two Hundred Ninety Seven Thousand One Hundred Forty and No/100 Dollars ($297,140.00). The monetary compensation prescribed in this Section 2 is herein referred to as the "Total Monetary Compensation". 3. In addition to the Total Monetary Compensation, and being a component part of the Project, the City shall, at its sole cost and expense, demolish, remove and dispose of the residential structure bisected by the Project and located within the Fee Lands and Easement Lands, Owner expressly stipulating that such residential structure(s) is to be demolished as part of, or related to, the Project. The worlc prescribed in this Section 3 is herein referred to as the "Demolition Worlc". 3 4. The Owner shall convey and grant to the City the Fee Lands and the Easements 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 andlor Easement Lands, if necessary in the discretion of the City. In the event that all Encumbrances are not cured to the satisfaction of City prior to Closing, such shall not be a default hereunder, although Owner may otherwise be in default under Section 11, below. However, if the Encumbrances are not cured as provided herein, City has the option of either (i) waiving the defects related to the remaining Encumbrances by notice in writing to Owner on or prior to the 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. 5. Owner stipulates that the Total Monetary Compensation payment and the Demolition Worlc constitutes and includes all compensation due Owner by City related to the Project, including without limitation, any damage to 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 kind, including without limitation, residential structures located within the Easement Lands and/or Fee Lands, related to activities conducted pursuant to the Easement or City ownership of the Fee Lands, interference with Owner's activities on the Easement Lands or other property interests of Owner, caused by or related to activities related to the Easement, whether accruing now or hereafter, and Owner hereby releases for themselves, their heirs, devisees, successors and assigns, City, it's officers, employees, elected officials, agents and contractors from and against any and all claims they may have now or in the future, related to the herein described matters, events and/or damages. 6. The Closing (herein so called) shall occur in and through the office of Title Resources, LLC, 525 South Loop 288, Suite 125, Denton, Texas 76205 ("Title Company"), with said Title Company acting as escrow agent, on the date which is 180 days after the Effective Date, unless 4 the Owner and the City mutually agree, in writing, to an earlier or later date ("Closing Date"). In the event the Closing Date, as described above, occurs on a Saturday, Sunday or Denton County holiday, the Closing Date shall be the next resulting business day. 7. The stipulated Total Monetary Compensation amount shall be paid by the City at Closing 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 sha11 be readjusted in cash as soon as the amount of taxes levied against the Fee Lands for the calendar year in which Closing shall occur is known. The result of such proration is that the Owner shall pay for those taxes attributable to the period of time prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to change of land usage or ownership occurring prior to Closing) and City shall pay for those taxes attributable to the period commencing as of the Closing Date. All other typical, customary and standard closing costs associated with this transaction shall be paid specifically by the City, except for Owner's attorney's fees, if any, which shall be paid by Owner. 8. The date on which this Agreement is executed by the Owner shall be the "Effective Date" of this Agreement. 9.A. In the event Owner shall default in the performance of any covenant or term provided herein, and such default shall be continuing after ten (10) days written notice of default and opportunity to cure, City may exercise any right or remedy available to it by law, contract, equity or otherwise, including without limitation, the remedy of specific performance. B. In the event City shall default in the performance of any covenant or term provided herein, and such default shall be continuing after ten (10) days written notice of default and opportunity to cure, Owner may, as its sole and exclusive remedy, either (i) terminate this Agreement prior to 5 Closing by written notice of such election to City; or (ii) enforce specific performance of this Agreement. 10. THE LAWS OF THE STATE OF TEXAS SHALL CONTROL AND APPLY TO THIS AGREEMENT FOR ALL PURPOSES. THIS AGREEMENT IS PERFORMABLE 1N DENTON COUNTY, TEXAS. VENUE FOR ANY ACTION ARISING HEREUNDER SHALL LIE SOLELY IN THE COURTS OF COMPETENT NRISDICTION OF DENTON COUNTY, TEXAS. 11. From and after the Effective Date of this Agreement, through and including the Closing Date, Owner shall not (i) convey or lease any interest in the Fee Lands or Easement Lands; (ii) enter into any Agreement that will be binding upon the Fee Lands or Easement Lands, less and except the Temporary Easement Lands, or upon the Owner with respect to the Fee Lands or Easement Lands, less and except the Temporary Easement Lands, after the date of Closing; or (iii) enter into any agreement that will be binding on the Temporary Easement Lands, or upon Owner with respect to the Temporary Easement Lands, prior to the termination of the Temporary Easement. 12. Any notices prescribed or allowed hereunder to Owner shall be in writing and shall be delivered by telephonic facsimile, hand delivery or by United States Mail, as described herein, and shall be deemed delivered upon the earlier to occur of (a) the date provided if hand delivered or delivered by telephonic facsimile; and (b) on the date of deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: � ��► C Martino Realty Limited Partnership Attn: Phone CITY: City of Denton Paul Williamson Real Estate and Capital Support 901-A Texas Street Denton, Texas 76209 Telecopy: (940) 349-8951 � Copies to: For Owner: For Citv: Telecopy: Richard Casner, Deputy City Attorney City Attorney's Office 215 E. McKinney Denton, Texas 76201 Telecopy: (940) 382-7923 13. This Agreement constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties with respect to the subject matter of this Agreement. Time is of the essence with respect to this Agreement, Relocation advisory services and relocation financial assistance, if applicable pursuant to Ordinance No. 2012-073 (the "Relocation Ordinance") shall be administered as provided by the Relocation Ordinance, aside and apart from the transaction contemplated by this Agreement. 14. Owner represents and warrants that it is one and the same entity as "Martino Realty, Ltd. Partnership", being the grantee in that certain Warranty Deed, dated on or about March 30, 2006, recorded as Instrument Number 2006-39542, Real Property Records, Denton County, Texas. 15. The representations, warranties, agreements and covenants contained herein sha11 survive the Closing and shall not merge with the Special Warranty Deed and/or Easements. 16. 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. 17. Authority to talce any actions that are to be, or may be, talcen by City under this Agreement and/or Easements, including without limitation, adjusting the Closing Date of this Agreement and/or the termination date of the Temporary Easement, are hereby delegated by City, pursuant to action by the City Council of Denton, Texas, to Frank Payne, City Engineer of City, or his designee. 7 CITY OF DENTON, TEXAS � � By: a �---- GEORGE C. CAMPBELL, CITY MANAGER Date: ��2 % G% , 2012 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: Date: ,� � , 2012 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: C� �. . Date: �J �...+.- �y , 2012 OWNER: Martino Realty Limited Partnership, a Texas limited partnership By: _ Name: Title: Date: , 2012 0 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 � � � �� , ��µ�„ NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED STATE OF TEXAS COUNTY OF DENTON . KNOW ALL MEN BY THESE PRESENTS: That Martino Realty Limited Partnership, a Texas limited partnership (referred to herein as "Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by the CITY OF DENTON, TEXAS, a Texas Home Rule Municipal Corporation (herein called "Grantee"), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which are hereby 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 on Exhibit "A" and depicted on Exhibit "B", both attached hereto and made a part hereof for all purposes, and being located in Denton County, Texas, together with any and all rights or interests of Grantor in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances thereto (collectively, the "Property"). Grantor, subject to the limitation of such reservation made herein, reserves, for 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: 1. Easement executed by S.J. BICKLEY and wife, JIMMIE D. BICKLEY to TEXAS POWER & LIGHT COMPANY iiled May 2, 1957, recorded in Volume 429, Page 194, Deed Records of Denton County, Texas; as shown on survey dated February 21, 2013, prepared by John M. Russell, RPLS #5305. 2. Affidavit to The Public executed by JIMMIE DEE BICKLEY, filed July 1, 2005, recorded under CC# 2005-79732, Real Property Records of Denton County, Texas. 3. Affidavit to The Public executed by JIMMIE DEE BICKLEY, filed July 7, 2005, recorded under CC# 2005-81963, Real Property Records of Denton County, Texas. 4. Right of Entry and License Agreement executed by and between the CITY OF Page 2 of 4 DENTON, TEXAS and JIMMIE D. BICKLEY, filed May 3, 2005, recorded under CC# 2005-51716, Real Property Records of Denton County, Texas. 5. Undivided interest in oil, gas and other minerals reserved in deed from JIMMIE D. BICKLEY aka JIMMIE DEE BATTERSTON BICKLEY to MARTINO REALTY, LTD. PARTNERSHIP filed April 5, 2006, recorded under CC# 2006-39542, Real Property Records of Denton County, Texas. 6. Easement executed by A.A. WAGNON to TEXAS POWER & LIGHT COMPANY filed December 1, 1924, recorded in Volume 197, Page 6, Deed Records of Denton County, Texas; as shown on survey dated February 21, 2013, prepared by John M. Russell, RPLS #5305. 7. Undivided interest in oil, gas and other minerals reserved in deed from RUSSELL-NEWMAN, LTD. to DENTON COL7NTY, TEXAS filed November 17, 2005, recorded under CC#2005-143878, Real Property Records of Denton County, Texas. 8. Power lines and poles in place; protrusion of house on West boundary line; as shown on survey dated February 21, 2013, prepared by John M. Russell, RPLS #5305. 9. Fence encroachments and or protrusions; as shown on survey dated February 21, 2013, prepared by John M. Russell, RPLS #5305. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not otherwise. EXECUTED the �� ' day of � �... _ , 2013. Page 3 of 4 Martino Realty Limited Partnership, a Texas limited partnership By � �,,. � ° � �:�� _ ��'�. .. .. . ,��._ _ _ ' �� Name: .�� ` ��a � ...��°"�� "�'� �.� �� Title. � � °.,� �� "; ��'„�� ,� �"�'�' "�,��,,, � ,.., �� n .� ACKNOWLEDGMENT THE STATE OF TEXAS COUNTY OF DENTON � �1"a�ti,w i�� was �� c��+��c��c��l ��I�� a�� on ��....��.��........� 2013 by _� � �� ' � � ��,�� ""`�"� �� ______, � �"� ,� �� ; �"��:�N�i� Realty Limited Partnership, a l°�� limited partnership, on k��i�<��C �� l�e�r��t�c� partnership. � � , � R � ,� �� ' ��k il�llklr� � 1 g� "�i��W�� id��4�ii>>�t � �� 1� �� i� � s� i �� i'�J� � � i �p�., rlrr l il;, I ii I ;,lf �i i��o 9 �ruh Fiu � ..�m��n�� ., '�, w �� . .�, . a H� ,� �..�� , F �,.,..., , q , � Upon Filing Return To: The City of Denton-Engineering Attn: Paul Williamson 901-A Texas Street Denton, TX 76209 Page 4 of 4 � .. ,� ,�f �� ,�" ""� � �' m ��'�� . .._ � ie ��—� ..,w��+^� �"�at�r��"��l��l ° w�� State of Texas My �c�� i�� expires: . ______ Property Tax Bills To: City of Denton Finance Department 215 E. McKinney Street Denton, Texas 76201 EXHIBIT A- to Special Warranty Deed Page one of two rthur Surveying Ca, I nc. �5c-oF�s�.ioz�sl %�xd Suz�v�yors P.O. Box 54 -- Le'wieville, Texas 75067 Office: (97�) 221-9439 •- Fax: (972) 221-4675 EXHIBIT "A" MAYHILL ROAD PARCEL MOS2 & M053 2.613 Acres City of Denton, Denton County, Texas BEIN'G all that certain lot, tract or parcal of land situated in the M.E.P. & P.RR Corapany Survey, Abstract Number 927, City of Denton, Denton County, Texas, and being part of that lract of.land desctibed by deed to Martino Realty Ltd. Partnership, recorded under Instrument Number 2006-39542. Official Public R�cords, Donton County, Texas (O.P,RD.C,T.), and being part of the "Narth 'IYsct" described by deed to Martino ReaIty Ltd Partnership, recorded nnder Instiument Numbcr 20U5-143880; O.P.LLD.C.T., and being more particularly dcscribed as follows: BEGINI�TING at a 1/2 inch iron rbd found for the southea9t comer of said Maitino "North Tract" (2005-143$80) being the intersection of the notth right-of-way line of Russell N�wman $oulevard and the west right-of-way lin� of Mayhill Road as dedicated as shown on Russell-Newman Addition; an addidon to the City of Denton, D�nton County, Texas, according to the plat thereoFrecorded in Cxbinet U, Page 582, Plat Records, Denton County, Texas; THENCE South 89 degrees 55 minutes 51 seconds West, with the south line of said Martino "North Tract" (2005- 143880) and the north right-of-way line of Russell Newtnan Boulovard, a distance of 89.61 feet to a 1/2 inch iron rod with yellow cap stamped "Arthw Surveying Company" (ASC) set for comer; THENCE North r35 degrees 40 minutes 43 saconds East, over and across said Martino North Tract" (2005-143880), a distance of 28.65 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASC) set for comer; THENCE North O 1 degrees 25 rcunutes 36 seconds East, over and across said Martino traets, passing the north line of said Martino "North Tract" (2005-143880) and the south line of said MarCino tract (200d-�9542) at 512:65 feet, continuing on for a total distanee of 1169.76 feet to a 1/2 inch iron rod with yellow cap statnpeci "Arthur S�urvaying Company" (ASC) set for carner in the north line of said 1Vlartino tract (2006-35542) and the soat�h lme of a tract of ]and described by deed to Prominence Square Land Development, L.P., recorded under Instrument Number 2004- 3769, O.P:R.D.C.T.; TH�NCE South 89 degrees 24 minutes 54 seconds East, with the north line of said Martino traet (2006-39542) and the south line of 5aid Prominence Squaza lract, a distanee of 117;39 feet to a"PK" Nail set for tha northeast cornar of said Martino tract (2006-�9542) and the southeast comer o€said Prominence 3quare tract, same point being in the existing 1vIayhill Road; THENCE 3outh O1 degrees 36 minutes 49 seconds West, with the east line of said Martino traet (2006-39542) and in MayHill Road, a distance of 656.92 feet to a"PK" nail found for the southeast comer of said MartinA traot (2006- 39542) and the northeast corner of a right-u%way dedication shown on said Russel-Newman Addition; (continued) C1107131-29 Parcel M052 & M053 EXHIBIT A- to Special Warranty Deed Page two of two r�hur Surveyin� Ca., Inc. �xof�ssioxsa.I Y,a:�cd Surva,�o�cs P.O. Box 54 --- Lewisville, Te.cas 75Q67 Ofiioa: (972) 221-9439 ^- Fax: (972) 221�675 THENCE North 89 dagrees 31 minutes 44 seconds West, with the south line of said IVfattino tract (2006-39542) and a. north line of said right-of-way dediestion, a distance of 45,04 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASC) set for the northeast corner of said 1Vlertino "North Tract" (2005-143880); THENCE South Ol degrees 29 minutes 29 seconds West, with the east line of said Ivigrtir►o "North Tract" (2005- 143880) and the west right-of-way line of Mayhill Road, a distance of 532.00 fzet to the POINT OF BEGINNYNG and containing 2.613 acres of land, of which 0.314 acres lie within the existing Mayhill Road. �� : i�d Ih� ��M� ��? �,�, 53(15 '�^� ". �� y �� , � M N�. !Y��ji"�p+y ro � Awl'�� , w_r � �/ C]107131-29 Parcel Iv1052 & Iv1os3 EXHIBIT B mm to Special Warranty Deed Prominsm� Square land D�aelopmept� LP. Iastrumeat No. 2004-3789 �}�ry ry y� r�'q.��#r�MJ �.» „�. . �� P�. �, . ..� � e�.:�A I.R.F � N8974°54"W """ "-�"`"" �"".� 550.82' � �� 1 :� bufldhg I �� ,��,&,ua �3+�alt�r, LF.�. T��t��r�,�� _...�„...�.�1 ��iru�,��r: �r�, ��a�� ,��1 � � �'�� J �� w� �x�a�Trs� � bu��lW�,y ��G � �'� ' � �� .1 ��r��dtn�_ bu�d�o� � I.R.F. � (C.M.) �A � � a--- �,,,-�� N89 31'44� W I I 1165.71 ,��e �� Q . E----�--8°vda as%.P9a a ,� c '`�J' � � � i � N � �d'�k�9�a� 2�a1��, �t�dn ��rt�umrr�k�tp ��,�SC"1.�+83]� �fA. "�i�(��—�„�li��l� V � �r�� c�x.� 7 � � � I, I' N45°40'43"S � � 28.65' �, I.R. I �� 1 � 1 �M � ��, �� I� � M � 1 � �� a� �tl q,� �# � � �� Implled Dedlcotion � i �� ' +�"• �� „„�� p �rt. �xs a� r�� N 200 Q 100 100. SCALE: 1" = 200' Bearings shown her�on based on the City of Denton dIS Nbtwotk. TIOTES: • I,RF. � l/2" Iton Rod Found • I.R.S. � 1/2" Iron Rod Set with yellow cap stamped "Arthur Sun+oying Company" . All improvements nat shown heseon. "PK" Nall Founa �°� 1'�i4"W 45.04' iVew Dedication 2:299 ac. (100,147 sq, ft.) „.�, �,xistmn I�ap�ied �')��l��ti�a� �.31A �c. �i�,+�7� � , �,) �,� � A��'� �i �3,�1? s�q. f�.) Parcel M052 & M053 r � �.. .�'" ��" �8,�°,� r"�� r�� 'r�" 89.61' RUSSELL �:�� ULEVARD ��a�� .�� .. �r, ��. �s�� (Cypress Boulevard per plat) EXHIBIT "B" Mayhill Road Parcel M�52 & A�053 2.613 Acres M.E.P. & P.R.R. Co. Survey, Abstract Number 927 Citp of Denton Denton County, Tesgs —201�— ,* �., � � � M. r � � �, w � y .� r: � ..�� p"�.. � �" �., �J� ��7��"�:��t: 3�m m�rarFsazrrb;y�aa'��a �m (�, a�� 3��aj �k �tu �w,� „� �r,� �� a��:�r ��owHasa m�.nm �sd� d�'�� . � � � �t �r�� r� ��x�� 1��" ��'"��'l�� .� ��: � P.O.Boz 64 — I;ewis�llle, T�as 76067 Ofllob: (972) 221-9439 F� 978� �H1-4876 Estatbli�hed 19 8 Denton County Cynthia Mitchell County Clerk Denton, TX 76202 ao �a� � oon23��a Instrument Number: 2013-23554 Recorded On: February 27, 2013 As Warranty Deed Parties: MARTINO REALTY LIMITED PARTNERSHIP To Comment: Warranty Deed Total Recording: 44.00 44.00 ( Parties listed above are for Clerks reference only ) ** Examined and Charged as Follows: ** Billable Pages: 8 Number of Pages: 8 ***"`"`*"'"`"`*** DO NOT REMOVE. THIS PAGE IS PART OF THE INSTRUMENT ************ Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Document Number: 2013-23554 Receipt Number: 1008082 Recorded Date/Time: February 27, 2013 03:20:07P User / Station: S Parr - Cash Station 3 Record and Return To: TITLE RESOURCES WILL CALL DENTON TX 76202 ��,r � ,t t�,a�'� �;`�w �� "� �� p� s�� k �d�� a�y wp :�. � �� f„ �,,,3 «� �,� µ� ,,.1,�h�.. �p, THE STATE OF TEXAS } COUNTY OF DENTON } I hereby certlfy that thls Instrument was FILED In the Flle Number sequence on the dateltlme printed heron, and was duly RECORDED In the Offlclal Records of Denton County, Texas. C�Ycw! � County Clerk Denton County, Texas � � � �� 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 THE STATE OF TEXAS . COUNTY OF DENTON KNOW ALL MEN BY THESE PRESENTS: 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 DEPICTED IN EXHIBIT "B", 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 uninterrupted 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: 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. 2 �� Witness my hand, this the �'� c�ay of �d�� ,� � _, 2013. Grantor: MARTINO REALTY LIMITED PARTNERSHIP t � � �.. , By. � �,,, � � . � � � .. �..�'�� .. ...... ....�.... �..�...,� �� e � Name � �� . . . ��"��^��=� -- � ...��........._ � � �' Title: ��°��'";;�� °'��'��.m.,,, ____ ACKNOWLEDGMENT THE STATE OF TEXAS COUNTY OF DENTON � �° " � �� ,� efore me on � � � ��ited pa � �013 by �"� �� aa��tiazro�� `� ^�r� ��,��a�-�w�� c .. ._ -- �'�"',� � � ° m; .. � ., � � �' of Martino �.��alt� rtnership, a �'� � ,� ��... ° �� t�� ..�...... T�„��w limited partnership, on @��1�� "said limited partnership. � �� a ,��' ,w � � � ✓�� /'�"� u�� ,� y .. ;� � t I l t 4a t kq` ,� �' ^,� . '� � ��,� ��FI I`� °� � Nca ��1�1 in and f J� � � � . � � ,, " � � � � - ......... ........ ._,. � �� '� �� , �� ,',;,, , „�w�.� �� y , ' or the State of Texas r �� . a � ; ��a ��, ,,� � � � ��.�,� � d ,P, M �� • �' � y �"�a��,1�'��ssion Ex ires. m'�;� `�.�, �, „�„ � p _.....� .______ _ AFTER RECORDING RETURN TO: City of Denton — Engineering Department 901-A Texas Street Denton, Texas 76209 Attn: Paul Williamson t �� `��A� rthur Surve in Co. Inc. � �, ��,�� Y g � Pr,�3f'�ssi�oar��d �� Sa.�x��,g�ors P.O. Boi 54 --- Lewisville, Texzs 75067 OfY►ce: (972) 227-9439 -� Fax: (972) 221-4675 EXHIBIT "A" MAYHILL ROAD PROJECT 10' PERMANENT SLOPE EASEMENT 0.270 Acre City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated in the M.E.P. & P.R,R. Company Survey, Abstract Number 927, City of Denton, Denton County, Texas, and being part of that tract of land described by deed to Martino Realty Ltd. Partuership, recorded under Instrument Number 2006-39542, Offcial Public Records, Denton County, Texas (O.P.R.D.C.T.), and being part of the "North Tract" described by deed to Martino Realty Ltd. Partneiship, recorded under Instrument Number 2005-143880, O.P.R.D.C.T., and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod found for the southeast corner of said Mai�tino "North Tract" (2005-143880) 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 dedicated as shown on Russell-Newman Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet U, Page 582, Plat Records, Denton County, Texas; THENCE South 89 degrees 55 minutes 51 seconds West, with the south line of said Martino "North Tract" (2005- 143880) and the north right-of-way line of Russell Newman Boulevard, a distance of 89.61 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASC) set for corner; THENCE North 45 degrees 40 minutes 43 seconds East, over and across said Martino "North Tract" (2005- 143880), a distance of 1432 feet to the POINT OF BEGINNING; THENCE North O1 degrees 25 minutes 36 seconds East, over and across said Martino tracts, a distance of 1179.88 feet to a point for corner in the north line of said Martino tract (2006-39542) and the south line of a tract of land described by deed to Prominence Square Land Development, L.P., recorded under Instrument Number 2004-3769, O.P.R.D.C.T.; THENCE South 89 degrees 24 minutes 54 seconds East, with the north line of said Martino tract (2006-39542) and the south line of said Prominence Square tract, a distance of 10.00 feet to a point for corner; THENCE South O1 degrees 25 minutes 36 seconds West, over and across said Martino Tracts, a distance of 1169.76 feet to a point for corner; THENCE South 45 degrees 40 minutes 43 seconds West, over and across said Martino "North TracY' (2005- 143880), a distance of 14.33 feet to the POINT OF BEGINNING and containing 0.270 acres of ��r��l�more or less. � �� d � �� , �� C1107131-29 Parcel M052 & M053 Permanent Slope Easement �" � w� � � � �� '",, � � "� � �� 4 �" ,� � � i�" u"��"'� h �q� �„;� � �- '�°�� ,'�� k� � ��;�` r w�� Ii�A �� u�"��M �.Pu u �� m�G o 4 u � ro ar "�" ^" �,, Ml��nu ��w��'�,�� "� �� «I�� iIW� ro�,� � �,.>.�.. ..� .�.. d, l�, F. Prominence Square Land Development, LP. Instrument No. 2004-3789 R F %�,��" �, I ��, � N8924'S4"W w.. ry..."'=°�„ L_�_.—� fi� 540.82' �� vl � �� I I! �� c• � � .HI � exlstTng ml OC` building��' V d O J�nN a'x Martino Realty, Ltd. Partnership �� ""'—" w rn ,� Instrument No. 2006-39542 �'1 � '� b N � � � •b � � � No �i;� �� µ�.,4�� _ �r, �,..�. �"� cp�d ��,�,x ��w�.,. o � �� .. � 11�p,a � ro r�,�� +�� I � � P �� ""~"� � i� � �� .." � �� r�rst ��,r' "`��" F.�a�adr�N �� m . ��' �r�- t� � �k�c�C �°�ro0rraarbk ��'� �� ,� � uol. �G��. F�y�, t�� r�xd��F�is� .._..�.� � �'y b�rrd8cdr�c� � q `�� .,. � � �i 1. R. F. � � _ � _,� „_ .�,,,,.� .�.� .�.. � �� (C.M.) �� ' � � PK" Nail o-- — — — �.��,J�,�. • �� ,- � � Found �� I °'"+M�"+°� �� ",�'1 �44"W N89 31'44"W �"^� �� 1280.95' �� 45.04� Q� I i �;�� I d � � � 10' Permanent �" �---�^60' Drainage Easement � �" Slope Easement Vol. 4957, Pg. 2700 ��,,,,.✓�°°�-r--� ��• � I I r 0. 2 7 0 A c r e s Ma�rtino� Realty Ltd. Partnership �� , o (11,748 sq. ft.) qj�� ^`�� l�a�t�^��n��g��. ��„ 2005-143BB0 �� M II 0 �� 0.' �,��n°t.l�a Tract�� o c� �� "�w�� i�,;�� p�� 9, � � °� �� "r� �'� �",��,. ��Iy �cr �� I M I� a � � �' + �� a � �� ;.a � � �� . � ��„ � � �� Y , � � : � � � ,� � � � � � �1P&L Easemen t � ^�� m� �� , ,�" i � � � ,J�" �o% 197, Pg. 6 i �� r��u � i i" �,"�� I �� r�'' M � � �: �� +r�h,� �ur�^ua� , ��o f' m � � N 2�� Ea � C,�d� �d�P{� SCALE: 1" = 200' Bearings shown I�ereon based on the City of Deuton GIS Network. NOTES: • I.R.F. = 1/2" Iron Rod Found • I.R.S. — 1/2" Iron Rod Set with yellow cap stamped "Arthur Surveying Company" • All improvements not shown hereon. �:s��+,?�"� "�"�.��,:T: L1 S89o55'S1 °W 89.611 L2 N45 40 431I E 14.32 L4 S45 40'434 "W 14 00 � I'I RUSSELL I, ��! °�� R L2 � � � L4 ,� � ��. � a �, X,r��,� I � � � L1 �. �� r� �' NEWMAN BOULEVARD (60' ROW per Cab. U, Pg. 582) (Cypress Boulevard per plat) EXHIB IT "B " 10' Permanent Slope Easement Mayhill Road Project 0.270 Acres M.E.P. & P.R.R. Co. Survey, Abstract Number 927 City of Denton Denton County, Texas -- 2012 -- � �w, � , �, ". SURVEYORS CERTIFICATION: The undersigoed does Lereby certify to Title Resources (G.F. No. 102418) tLat tivs survey was tLis dey mede on the ground of the property legally described Lereon and is correcK and to the best of myknowledge, there ara no visible discrepancies, conflicts, shorteges in area, boundazy line conflicts, encroachments, overlapping ofimprovements, easements or rights of way tLat 1 hava been advised of except as shown Lereon. rthur Surveying Co., I nc. Prnfessional La.nd Surveyors P.O.Boa 54 — Lewisville, Tegas 75067 OfPice: (972) 221-9439 Fas: (972) 221-4675 Estatblished 1986 Denton County Cynthia Mitchell County Clerk Denton, TX 76202 7� 2013 0�023555 � Instrument Number: 2013-23555 As Recorded On: February 27, 2013 Easement Parties: MARTINO REALTY LIMITED PARTNERSHIP To Comment: ( Parties listed above are for Clerks reference only ) ** Examined and Charged as Follows: ** Easement 36.00 Total Recording: 36.00 Billable Pages: 6 Number of Pages: 6 ************ DO NOT REMOVE. THIS PAGE IS PART OF THE INSTRUMENT ************ Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Document Number: 2013-23555 Receipt Number: 1008082 Recorded Date/Time: February 27, 2013 03:20:07P User / Station: S Parr - Cash Station 3 Record and Return To: TITLE RESOURCES WILL CALL DENTON TX 76202 ��"�� ;+�� ' � �y,, � `'�" �", � � � �"�`" � �, � �� q 4 r� � ��,^''�"�,�� ". 2p� �w�v� � r� �" �.. .X�.4�"a ,�,�" THE STATE OF TEXAS } COUNTY OF DENTON } I hereby certlfy that thls Instrument was FILED In the Flle Number sequence on the date/tlme printed heron, and was duly RECORDED In the Offlclal Records of Denton County, Texas. �r�el.L County Clerk Denton County, Texas � �� 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. TEMPORARY CONSTRUCTION, GRADING AND ACCESS EASEMENT THE STATE OF TEXAS . COUNTY OF DENTON KNOW ALL MEN BY THESE PRESENTS: THAT Martino Realty Limited Partnership, a Texas limited partnership (referred to herein as "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 temporary construction, grading and access easement in, along, upon, under, over and across the following described property (the "Property"), owned by Grantor, and situated in Denton County, Texas, located in the M.E.P. & P.R.R. Co. Survey, Abstract Number 927, to wit: PROPERTY DESCRIBED IN EXHIBIT "A" AND DEPICTED IN EXHIBIT `B", ATTACHED HERETO AND MADE A PART HEREOF It is agreed that the said City of Denton, Texas, in consideration of the benefits above set out, may remove from the Property above described, such fences, signage, buildings and other obstructions as may now or in the future be found upon said Property, for the purpose of construction activities, grading activities and access in, along, upon, under, over and across said Property. It is speciiically stipulated by Grantor that the scope of the access, construction and grading activities shall include the clearing and removal of the residential structure and vegetation and trees that exist within the Property. The City of Denton, its agents, employees, contractors, workmen, and representatives shall have the right of ingress, egress and regress in, along, upon, under, over and across said Property for the purpose of access, construction and grading activities and other activities prescribed herein, or any part thereof. The term of this Temporary Construction, Grading and Access Agreement shall commence on the date of the "Demolition Contractor Notice to Proceed" related to the portion of the Mayhill Road Widening and Improvements Project affecting the Property and terminate on the earlier to occur of (i) two (2) years from such date of the herein referenced "Demolition Contractor Notice to Proceed"; or (ii) December 31, 2015, unless the parties mutually agree in writing to an extension or reduction of such term. TO HAVE AND TO HOLD unto the said City of Denton, Texas as aforesaid for the purposes aforesaid the premise above described. , , . Witness my hand, this the r day of �° � GRANTOR: THE STATE OF TEXAS COUNTY OF DENTON ��. "��"'l�i �� "�r��ir�N�� , �� „� � � .�. ,. �` � �a .�'�.��,��.� �.......� i�� it��,�ar �.,��;r�;l�r��,,,,�p�ati��l�� r� 4 ; � '9 �° � , ,I: � �r� � r'� F1;4:£�';r Y; f� � t�� ,�. � o�, � � �� of ��;� 2013. MARTINO REALTY LIMITED PARTNERSHIP : Nar� Title ACKNOWLEDGMENT ��•� me on , 2013 by �rf �,:��-�i�� ty I.it7��t�� '"<a.�t,�a��r;;�ai��„ �r "L"�a��w hi}:�. Nc�1�"�° ��u��it,, in and for the State of Texas My �,��t�iission Expires 2 AFTER RECORDING RETURN TO: City of Denton — Engineering Department 901-A Texas Street Denton, Texas 76209 Attn: Paul Williamson . ��f3 �� rthur urvcying Co., nc. '�.m .1 � „� .T'xc�.��s.rc.�x�a,7 .�.�azze� ��:�rrr��ar� 1'.(7. 1;a1 5�4 -• 7,evvi s��i { 1 e, T'e`as 75()r7 C:71:i';ico: (97?) 227-9�wi9 •� 1�st;:: {972) 227-4ci75 i '1� 1 ''� ' � : 1 ��. . � . � ,. I � � 1•� �� 1• i i, 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 that h•act of land described by deed to Martino Realty Ltd. Partnership, recorded undei• Inst�-uinent Number 2006-39542, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), and being more particularly described as follows: COMMENCING at a"PK" Nail found in Mayhill Road for the southeast comer of said Martino tract and the northeast comer of a right-of-way dedication shown on plat of Russell-Newman Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet U, Page 582, Plat Records, Denton County, Texas; THENCE North $9 degrees 31 minutes 44 seconds West, with the south line of said Martino ri-act, passing the northwest corner of said right-of-way dedication and the northeast cornei• of the "North Ti•act" described by deed to Martino Realty Ltd. Partnership, i•ecorded undei• Instruinent Number 2005-143880, O.P.R.D.C.T. at 45.04 feet, continuing on for a total distance of 125.25 feet to the POINT OF BEGINNING; � THENCE North 89 degrees 31 minutes 44 seconds West, with the south line of said Martino tract (2006-39542) and the north line of said Martino "North Tract" (2005-143880), a distance of 40.01 feet to a pouit for coiner; THENCE North O1 degrees 25 minutes 36 seconds East, over and across said Martino tract (2006-39542), a distance of 150.02 feet to a point for comer; THENCE South 89 degrees 31 minutes 44 seconds East, over and across said Martino tract (2006-39542), a distance of 30.00 feet ta a point for comer; THENCE North O1 degi•ees 25 ininutes 36 seconds East, over and across said Martino tract (2006-39542), a distance of 100.01 feet to a point for comer; THENCE South 89 degrees 31 minutes 44 seconds East, over and across said Martino tract (2006-39542), a distance of 10.00 feet to a point for corner; THENCE South O1 degrees 25 ininutes 36 seconds West, over and across said Martino tract (2006-39542), a distance of 250.03 feet to the POINT OF BEGINNING and containing 0.161 acres of land, i:��,�,r;�� or less. C1107131-29 Parcel M052-TCE ��'� ` '��' �' � °,°+' � �°� �� b ' �� ,�W ? � . �. ;w � W� a� J � � ' � a ` �� i � i ur ,�� ,�„m �":*;� � Prominence Square Land Development, LP. Instrument No. 2004-3769 N89 24'5�& "'IN 668.21' 1. R. F — — — — ..., ._. � ... ,�.. =; -_ . "",�. ... .� r UI � �r � ` � � � c. I °yl existing � �I bullding��l � Martino Realty, Ltd. Partnership �'q°—"`"—'J M�, Instrument No. 2006-39542 P� � b o �� w � �3 a fl� !p � Y.�°� ��r�tr�� kaetdPdl�ag M Variable Width �; � b Temporary Construction ase ent LS �m �, 0.161 Acres L4 '� ��r�� ,7 ��A��r��r�� (7,001 sq. ft.) � �r W � '1 L3 i � r ��.''iVi.� ��• �� ➢ �r w �:�4 �d'3d� �.5 ,�(�dd'CM� � � � A �'�� N89'31 '44"W � � L2 .�,� w �� , � �� 1115. 70' �� " �� . �« � � � u„ ��M�� ° <�� t��r�� z�� , �� ' $��tra.xaa�a�ra� �c� ��4��-1�3�E�C� ,�^� � 9��a�^�:1� "�"�r�.c�""' �I1 �� I� i� i � ��, �� ,;. P' �' � p� rh, � I N �A.q � . � � • . " N N89'31'44"W p � 45.04' I �I � N� �o No N� s� N �y I' �n � G�� I.R.F. (C. M.) � � � � ��-� �� ,. (60' ROW per Cab. U, Pg. 582) (Cypress Boulevard per plat} ]C:�:f�� IT � � B � � Variable Width Temporary Construction Easement Mayhill Road Project 0.161 Acres M.E.P. & P.R.R. Co. Survey, Abstract Number 927 City of Denton Denton County, Texas "� -- 2012 -- N zoo o zao �,ar� i � __ o SCALE: 1 °' = 200' Beariugs shown hereon based on the City of Denton GIS Netwoa°k. NdTES: • I.R.F. = 1/2'° ii°on Rad Found • I.R.S. = 1/2'° Iron Rod Set with yellow cap stamped "Arthui° Surveying Company" • All impravernents not sltown hec°ean. au�� s Ll N89°31'44°°W 125.25' L2 N89°31'44'°W 40.01' L3 I NOl °25'36"E I 150.02' L4 ' S89°3i'44'B 30.00' LS NO1 °25'36"E 100.01' L6 S89°31°44"E 10.00' L7 SOl °25'36"W 250.03' r*",.�^',�,� 4 'i F a "'"^�,m !' �� , r , t� � r � �� +r v i r � p` 4".� I, I �a bry�q � . � « ^�„:,a �� ti i �,�;� " r��"� � � �Nw�,�,��M� ��.: rthur Surveying Co., Inc. Frofessional Land Surveyozs P.O.Bog 54 — Lewisville, Texas 75067 OPfice: (972) 221-9439 Fag: (972) 221-4675 Estatblished 1986 Denton County Cynthia Mitchell County Clerk Denton, TX 76202 ao za7 � oao2s55s Instrument Number: 2013-23556 As Recorded On: February 27, 2013 Easement Parties: MARTINO REALTY LIMITED PARTNERSHIP To Comment: ( Parties listed above are for Clerks reference only ) ** Examined and Charged as Follows: *k Easement 36.00 Total Recording; 36.00 Billable Pages: 6 Number of Pages: 6 ************ DO NOT REMOVE. THIS PAGE IS PART OF THE INSTRUMENT ************ Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Document Number: 2013-23556 Receipt Number: 1008082 Recorded Date/Time: February 27, 2013 03:20:07P User / Station: S Parr - Cash Station 3 Record and Return To: TITLE RESOURCES WILL CALL DENTON TX 76202 ��, ��,„,� � �, �� F'�, �"�,ww r� � oe�� ,: k"" �° ' � � �� " '� �� '�� , w �, .�.,,.r,�r � � z�� , THE STATE OF TEXAS } COUNTY OF DENTON } I hereby certlfy that thls Instrumant was FILED In the Flle Number sequence on the date/tlme printed heron, and was duly RECORDED In the Offlclal Records of Denton County, Texas. �ck�) � County Clerk Denton County, Texas AFFIDAVIT OF NON PRODUCTION The State of Texas County of Denton ,� � � �� „� Before me, the undersigned authority on this day personally appeared, Trey Martino, Managing Partner, Martino Realty Limited Partnership, a Texas limited partnership, ("Affiant"), who first being by me duly sworn, on Affiant's oath states the following to be true and correct: I, the Affiant, have personal knowledge of, and am familiar with, all of that land (the "Land") described in Exhibit A, attached hereto and made a part hereof, said Land being part of a tract described in those certain Mineral Leases described as follows: Mineral lease granted by S.J. BICKLEY and wife, JIMMIE D. BICKLEY to STANDARD OIL COMPANY OF TEXAS described in instrument filed Apri18, 1955, recorded in Volume 405, Page 423, Deed Records of Denton County, Texas. Mineral lease granted by S.J. BICKLEY and wife, JIMMIE D. BICKLEY to K.R. NEAL described in instrument filed March 26, 1946, recorded in Volume 322, Page 609, Deed Records of Denton County, Texas. 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. 2. That, to the best of the knowledge of the undersigned, since Martino Realty Limited Partnership, a Texas limited partnership has owned the Land, there has been no drilling or production on the Land, the Land was not pooled with other land, and there has been no payment of royalties or other amounts, in respect to the above described leases. Martino Realty Limited Partnership, a Texas limited partnership � �� . ._�.... �.. � ' �� ..._... .... m.,n....�__—......_._ By: Trey ��amti�� Managing Partner � ACKNOWLEDGMENT The State of � � �� § County of ��`��-��`°� § � � � � �� This instrument was acknowledged before me on �� °� ��'� , 2013 by �. �� ..._ Trey Martino, Managing Partner, of Martino Realty Limited Partnership, a Texas limit�c-i partnership, on behalf of said limited partnership Q� w°�� r�� ° `� `�� F,�> �a � �� ,y'� r , r i q �� , � �� _., � ,w�, � r �� i I 4 + r%:rGUii y� f � p � F�� i�� p,� i ?P^�+��"��P ^^"�� rv �°"�� M �/ t �i� � q V� ' �"/ �r � is iti � � !� � . �„ �" � �� 'rf ��' � . �voir, -a, fo�. � . mm. m w,.,..w ,..w _�.� �y��,�,�",,. �'z� a,� � � a.�..��p;�..��.,�, �f�m, �i��, State of .................._ _.. � � ��,.�,"�"inam��ssion Expires: Upon recordation, RETURN T0: City Service Center 901 A Texas Street Denton, Texas 76209 Attn: Paul Williamson Utilities-Engineering Dept. EXHIBIT A- to Affidavit of Non-Production Page one of two rthur Surveying Co., I nc. �rot�ss#o�a�.r .Lsx�a surv�yors P.Q. Bos 54 --• Lewisville, Te�;as 75067 Ofiico: (972) 221-9439 •- Fax: (972) ?.21-4675 EXHIBIT "A" MAYHILL ROAD PARCEL M052 & M053 2.613 Acres City of Denton, Denton County, Texas BEING all that certain lot, tract or parcal of land situated in tlie M.E.P. & P.RR Compan.y Survey, Abstract Number 927, City of I7enton, Denton County, Texas, and being part bf that t�act of land de�s�ribed by deed to Martino Realty Ltd. Partnership, recorde� under Ins�xu��aant Number 2006-39542, Official Public Reeords, Dentoit Counry, Texas (O.P.RD.C.T.), and being part of tha "North 1Yact" described by deed to Marthlu ResIty Ltd Partnership, recorded under Instnuhent Nu�ber 2005-143880, O.P.R.D.C.T., and being more particularty deseribed as follows; BEGINNING at a 1/2 inch iron rbd found for the southea9t comer of said Maitino "North Tract" (2005-143$80) being the intersectian of the notth right-of-way line of Russell Newman Boulevard and the west right-of-way lin� of Mayhill Road as dedicated as shown on Russell-Newman Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereoFrecorded in C�biaet U, Page 582, Plat Reco.rds, Denton County, Texas; THENCE South 89 degrees 55 minutes 51 seconds West, with the south ]ine of said Martino "North Tract" (2d05- 143 880) and the north right-of-way line of Russell Newman Boulevazd, a distance of 89.61 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASCj set for corner; THENCE North �5 degrees 40 minutes 43 saconds East, over and across said Martino North Tract" (2005-143880), a distance of 28.65 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASC) sat for comer; THENCE North O1 degrees 2S minutes 36 seconds East, over and across said Martino tracts, passing the north line of said Marrino "North Tract" (2005-143880) and the south line of said Martino tract (2006-3�542) st 512.65 feet� continuing on for a total distanee of 1169.76 feet to a 1/2 inch iron rOd with yellaw cap stamped "Arthur 3wn+eying Company" (ASC) seE for eorner in the north line of said Martino tract (2�06-35542) and the south line of a hact. of land described by deed to Prominence Squate Land Development, L.P., recorded under Instrument Number 2U04- 3769, O.F:R.D.C.T.; THENCE South 89 degrees 24 minutes 54 seco�tds East, with the north line of 9sid Martino traet (2006-39342) and the south lina of said Prominance Squara tract, a distanee of 117:39 feet to a"PK" Nail set for 4ha northeast cornar of said Martinti tract (2006-�9542) and the southeast comer of said Prominence 3quare tract, same point boin� in the existing Mayhill Road; TAENCE 3vuth O1 degrees 36 minutes 49 seconds West, with the east line of said Martino tract (2006-39542) and in Mayhill Road, a distance of 656.42 feet w a"PK" aail found for the southeast corner of said MartinA traot (2006- 39542) and the northeast corner of a right-of-way dediaation shown on said Russel-Newman Addition; (continued) Cll07131-29 Parccl M052 8c M053 EXHIBIT A- to Affidavit of Non-Production Page two of two r�hur Surveying Co., I nc. Ps-�ag�sszzoxxal9G,t�7zd Suz-v'cyoxs P.O. Box 54 --- Zewisville. Tc:cas 7SQ67 Of�icv: (972) 221-9439 � Fax: (972) 227-4675 THENCE North 89 degrees 31 minutes 44 seconds West, with the south line of said Ivtartino tract (�006-39542) and a north line of said right-o.f-way dedication, a distance of 45,U4 feet to a 1R inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASG) set for the northeast corner of said IVlartino "North Tract" (2005-143880); THENCE South Ol degrees 29 minutes 29 seconds West, with the east line of said Martino "North TYact" (2U05- 143880) and the west right-of-way line of Mayhill Road, a distarrce of 532.00 feet to the POINT OF BEGINNYNG and containing 2.613 actes of land, of which 0.314 acres lie within the axisting Mayhill Road. �� , ,, �„ « • � , � � � � �� ` � %� � C1107131-29 Parc�l Mo�z & Mas3 Denton County Cynthia Mitchell County Clerk Denton, TX 76202 70 201 3 00023557 Instrument Number: 2013-23557 Recorded On: February 27, 2013 As Affidavit Parties: MARTINO REALTY LIMITED PARTNERSHIP To Comment: Affidavit ( Parties listed above are for Clerks reference only ) ** Examined and Charged as Follows: ''* 32.00 Total Recording: 32.00 Billable Pages: 5 Number of Pages: 5 ******"`*"`*** DO NOT REMOVE. THIS PAGE IS PART OF THE INSTRUMENT ***""******** Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Document Number: 2013-23557 Receipt Number: 1008082 Recorded Date/Time: February 27, 2013 03:20:07P User / Station: S Parr - Cash Station 3 Record and Return To: TITLE RESOURCES WILL CALL DENTON TX 76202 � ,,, � � .� � � rar�� 1 �� . � �� `' �' . � ��`�� p , ,� ....w. THE STATE OF TEXAS } COUNTY OF DENTON } I hereby certlTy that thls Instrument was FILED In the Flle Number sequence on the date/tlme printed heron, and was duly RECORDED In the Offlclal Records of Denton County, Taxas. �� County Clerk Denton County, Texas td'�I��"� TITLE DATE : April 17, 2013 GF NO : 102418 RESOURCES TO ;: THE CITY OF DENTON-ENGINEERING ATTN: PAUL WILLIAMSON 901-A TEXAS STREET DENTON, Texas 76209 RE : Owner's Title Policy (Texas Form T-1) regarding the property described in the above referenced �le as MEP & PRR CO., Abstract #927, Denton County, Texas and being commonly known as 821 N MAYHILL ROAD, DENTON, TEXAS 76208 ("Property"). We are pleased to enclose an Owner's Title Policy No. 91143-14474 from TITLE RESOURCES GUARANTY COMPANY, issued in connection with the purchase of the property described in the Title Policy. The enclosed Title Policy is an important legal document, so please safeguard it with your other important papers. TITLE RESOURCES appreciates the opportunity to be of service to you and hope that you will remember us should you have a future need for the services of a title company. Please call if you have any further questions or if we can be of further assistance. Thank you again for letting TITLE RESOURCES help you with the purchase of your property. Gail Green Policy Processor gail@trnt.net Enclosure , �, „ ., � � t . , � � , �,,.,o � j k �.� t .. �� ° � m._ � Q , ; �. �,� ti.,r �= u � � � ��° ,e � ��,,� � - � � . ..�,. � ,� '�.�,."�4�0 �i' �v , � �m i��:u'" �,'. � � �: �' Ib y� � y ,,, � � , NEfi ��'�^� '� �1 ��'� � „�4 r 9 I�r � � �� l4 �l � +'�� m �; @ ,... � � �i; ,°, '' � ,E,f , L � �` ��4,.d- r� 525 South Loop 288 Suite #125 " Denton, Texas 76205 * Office (940) 381-1006 * Metro (940) 243-2913 * Fax (940) 898-0121 � .......... _ ......... ... ....... __..... �_,n.___ ... ... � ........ .............. .�� ..... 2,180 40 File No.: 102418 Policv No 91143 - 14474 Premium $ OWNER'S POLICY OF TITLE INSURANCE Issued by Title Resources Guaranty Company Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, TITLE RESOURCES GUARANTY COMPANY, a Texas corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from: (a) A defect in the Title caused by: (i) forgery, fraud, undue influence, duress, incompetency, incapacity or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired or otherwise invalid power of attorney; (vi) a document not properly filed, recorded or indexed in the Public Records including failure to perForm those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachmenY' includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. (d) Any statutory or constitutional mechanic's, contractor's, or materialman's lien for labor or materials having its inception on or before Date of Policy. 3. Lack of good and indefeasible Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to: (a) the occupancy, use or enjoyment of the Land; (b) the character, dimensions or location of any improvement erected on the Land; (c) subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective: (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency or similar creditors' rights laws by reason of the failure of its recording in the Public Records: (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. � �� +"a,,;tl Tille Resources Guaranly Co�npany % �� , � � � ^ �d ��" ` m,�� By: ��M� � ��'� � ,�:;, An �A�ek6�car �. q w, � �� "��"";�� a�F"�� Executive Vice V��ar�^,�+t�aMii .�.�.�.. 525 S. Loop 2�8, SteP125 � �' � �a �� ' � P ��,��,� � , r � DentOn� TX 76205-4515 �� _ � Form T-1: Owner�S Pviwy �i i iuc niauiaiwc �i vi �ac viny ui icnaa� Effective 2/01/2010 TLTA T-1 OWNER'S POLICY (2/1/10) Policy No.: 91143-14474 TITLE RESOURCES GUARANTY COMPANY SCHEDULE A Name and Address of Title Insurance Company: TITLE RESOURCES GUARANTY File No.: 102418 Amount of Insurance: Date of Policy: 1. Name of Insured: $297,140.00 February 27, 2013 COMPANY 8111 LBJ Freeway, #1200, Dallas, TX 75251 CITY OF DENTON, TEXAS, a Texas Home Rule Municipal Corporation 2. The estate or interest in the Land that is insured by this policy is: FEE SIMPLE (Mayhill Road Parcel M052 & M053 2.613 acres) EASEMENT ESTATE (10' Permanent Slope Easement) 3. Title is insured as vested in: CITY OF DENTON, TEXAS, a Texas Home Rule Municipal Corporation 4. The Land referred to in this policy is described as follows: Policy No.: 91143-14474 Premium: $2,180.40 Being two tracts of land (Mayhill Road Parcel M052 & M053, 2.613 acres) (10' Permanent Slope Easement, 0.270 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. Note: The Company is prohibited from insuring the area or quantity of the land described herein. Any statement in the above legal description of the area or quantity of land is not a representation that such area or quantity is correct, but is made only for informational and/or identiiication purposes and does not override Item 2 of Schedule B hereof. File 1Vo.: 102418 Page {PAGE } of {NUMPAGES } 08 TLT'A—'f'-1 Owner's Poticy � � � rthur Surveying Co., Inc. �+af�es�ionar S�a srxx�veyo.rs P.4. Sox S4 �-- L.owiBVillo, Texas 75067 Oiiioo: (972) 221-9439 •� Fax: (972) 221-4675 EXHIBIT "A" MAYHILL RUAD PARCEL Mfl52 & MOS3 2.613 Acres City of Denton, Dentan Couaty, Texag BEING all that certaie lot, tract or parcel of land situated in thc M.E.P. & P.R.R. Company Suwey, Abstract Number 927, City o�penton, Denton County, Texas, and beittg part of that tract of land described by dced to Mardno Realty Ltd Partuership� recorded under Iastnunent Number 2006-39542� O�icial Public Records, Denton County, Texas (a.P.RD.C,T.), and bein� part of the "North Tract" described by deed to Martino Realty Ltd. Permership, rec;orded under Instrument Number 2Q05-14388Q, O.P.R.A.C.T., and bsing more particularly descr3bed as foilows: BEGYNNllVG at a 1/2 inch irun rad found for the southeast corncr of said Martino'Tiorth Tract" (2005-143880) being the intersection of the north right-of-way line of Russel! Newman Boulevard and the west rigt�t-of-way line ef Mayhill Road as dedicated as shown on Russell-Newman Addition, an add3doa to the Ciry of Denton, Denoon Counry, Texas, ac�ording to the plat thereof recorded in Cabinet U, P�ge 582, Plat Records, Dentun County, Texas; THENCE South 89 degrees 55 minutos 51 aeconds West, with the south line of said Martino "North Tract" (2005- 143880} and the north right-of-way line of Russell Ncwman Boulevard, a distance of 89.61 feet to a i12 inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASC) set for comer, THENCE North 45 degrees 40 minutes 43 seconds �ast, over and across said Martino North Tract" (2�05-143880), a distance of 28.65 feet to a il2 inch iron rod with yellow oap stamped "Arthur Surveying Cornpany" (ASC) s$t for CACAe�; THENCE North Q 1 degrees 25 minutos 36 seconds East, over and �croas said Martino tracts, passiag the north li�e of said Martilto "North Tract" (2005-143880) aud the south lina of said Ma�tieo tract (2006-39542) at 512.65 feet, cantiauing on for a total distance of 1169.76 feet to a l/2 inch iron rod wlth yellow cap stamped "Arthur Suraeying Company" (ASC} set for corner in the north line of said Martino tract (2QU6-39542) aad tha south line of a tract of land described by deed to Prominence Square Land Development, L,P., recorded under Instrument Number 2004- 3769, O.P.R.D.C.T.; THENC� South 89 degrees 24 minutcs 54 seconds fiast, with t�e no�th tine of said Martino tract (200d-39542) and the south line of seid PromInence Square tract, a distance of 117.39 feet #o a"PK" Nail set for the north,east comer of said Martinno tract (20U6-395A2) and the soatheast comer of said Prominence Sqaare tract, same point being ln rhe existing Mayhill Road; TI�1�iC� South O1 degrees 3b tninutes 49 seconds West, with tho east line of said Martino tract (2046-39542) and in Mayhiil Road, a distance of 656.92 feet to a"PK" nai� found for the southeast corner of said Martino bact {20U6- 39542) and the nortGeast corner of a rIght-of-way dedication shown on said Russel-Newman Addltion; (continued} C1107131-29 Parxl M052 Bt M053 � rthur Sur�eying Co., I nc. �t+4.fiesstioz��1 �aaoed Ssxx�vrs,yoxss P.O. 8ox 54 -� Lewisvtlid, Taxas 75067 Oiiio�s: (972) 221-9439 � Fax: (972) 221-467� THENC� North 89 degrees 31 minutes 44 seconds West, with the soutl� �i�ne of said Mardna tract (2006-39542) and a north line af said right-of-way dedication, a distance of 45,�4 feet to a 1J2 im�ch u�on rad with yellow cap stam�ed "Arthur Surveying Compaay" {ASC) set for the northeast corner of said Martino "Nort�i'l�act" (240S-1g3880); THENCE South 01 degrees 29 minutos 29 seconds Wost, with the oast li�e of said Maitino "North 'IYact" {2005- 143880) and the west rIght-of-way line o£ Mayhill Road, a distanca of 532.00 feet ta the POINT OF BE,GINNll�iG aad cont�ti�g 2.613 acres of land, of which 0.314 acres lie within the axisting Mayhill Road. C11Qi13i 29 Pencel M052 & MOS3 ; � propafnence 9quare Lsnd Davetopaaeab J.P. d Liatruraeat No. 200M9788 P �� ""��, � �» � � � _ .� �« .. I.R.�. Ii`�.� �PIf" �Jalf P.�.�": N8974'SA"W �.."`"°�'°" Se 55G.82' m 1 �� ( auada�y°`—{j 1 �» �� ,� � ��;�ri ��. �� M ,� K �� ,,;� , �� " ' � � �� . � �� ` marra �n�p d�r��t�� I.R.F. � ��M � o-- � — —� � --� � � ,� „w.. ,� � � N89 3�44� W w � �• I � e � � � .�...�p" � �a��w,�ti� �, , N � i+� � � �. �' I d I I �a�� L�,�.� �� ,�fi�aaau+a�t �+�, ��—� �� c��^�a ��"" � N � � � � N45°40'43'� � � 28.65' � � � �, � a � 1 m�� i �� 1 � � �� A w •: ,� ��N � � • � ■ - "� � � �. � � 200 Q 1p0 200 SCAI.E: i" �?Ab' Bearings ahown heroan besed on thc C{ty of DeeWn (i[S Network. NOTES: • I.R.F. =1/2" Iron Rod �ound • I.R.S. � 1/2" imn Rod Set wit� yellow cap statnped "Arthur Survoying Campe�ry" • All improvcmcnts not ahown hercon. �~ Iry7� DiiAY �o:�;�r4�1°"� 45.04' New Dedicstion 2,299 ao. {100,147 sq. ft.) �� i� �de� �!�d"w��:q+�� .� O�A� a�. '�� 74 . �. �� t�,��"� stg, �E„) Parcel M052 & M453 �� r J� ��'�,�",�'� . f� 89.61' � RUSSELL � BOULEVARD �� a�r p� ��, �� ssa� (Gjrpress Boulevard per plat) EXHIBIT "B„ �aphill Road Parcel .�Q52 & M�53 2.613 Acres M.E.P. & P.R.R. Ca. SurPey, Abetract Number 927 Citp of Dentun Der�ton Countp, Texas — 2012 — � �� .�'�, N�!IP��t�a +a�mr �� rthur Surveying Co., Inc. �x+��to�rr.�rs�y�o� P.O.Bos 54 — Lewfeville. TeYas 75a6y OlHoe: (9yE) �21-9�89 Fass (97l;) �i-487b gsc�tbu.hea �gea �" � rthur Surveying Co., I nc. �r+a�,zox��,,t .��a ssxrv��ones P.�. Bo�. 54 � Lewisville, Tey:as 75a67 Oiiice: (972) 221-9439 � Fax: (9'7'2) 221-�4675 EXHIBIT �A" MAY�IILL R4AD PRUJECT 10' PERMANENT SLUPE EASEMEN'T Q.274 Acre City af Denton, Dentan C�uunty, Texas SEING all that certain lot, tract or parcel of land situated in the M.E.P. & P.R.R. Co�apany Survey, Abstract Number 927, City af Denton, Denton Counry, Texas, and heing part of t�hat tract of land descrlbed by deed to Martitto Realty itd. Paztnership, recorded under Inslrument Numbar 2006-39542, �fflcial Public Records, Dentan County, Texas (O,�.RD.C.T.), and being part af tlae "North 7�rac,�' dascriEseed by deed to Martino Realty Lt�. Parmership, recorded under Instrument Numbor 2045-14388Q, O,P.R.D.C.T., and being more particularly described as follows: COMMENCING at a 112 inch iron rod found for the southeast corner of said Martina "Iriorth Trac�' �2005-143880) beidg the intersecf.ion of the north right-of-way line of Rnssell Newman Boule�ard and ihe west right-of-way line of Mayh�ll Road as dedicated as shown on Russell-Newman� Addidon, an addition to the City of Denton, Denton County, Texss, according to the plat thereof rscarded in Cabinet U, Page 582, Plat Recurds, Den�tan County, Texas; THENCE South 84 degrees SS minutes S 1 seeonds West, with tl�e sauth line of said Martinno "North TYact" (2005- 143884) and the north right-uf-way line of Russell Newman Boulavard, a distance of 89.d i feet to a 112 inch iran rod with yellow cap stamped "Arthw Swrveying Company" (ASC) set for camer; T�NCE Norfh 45 degrees 4U miuutes 43 seconds East, over and across said Martino "North'Ilract" (20b5- 143880), a distance of 1Q.32 feat to the POIIVT U� BEGU�TN�NG; ' TRENCE North O 1 degrees 25 minutes 36 saconds East, over an�d aaross said Martlno tracts, a distance of 11?9.88 feat to a point for oorner in the narth line of said Martino tract {2006-39542) and the south line of a tract af land described by deed to Prominence Square Land Developatt,�nt, L.P., recorded under Instrument Number 2004-3769, O.P.RD.C.T.; ' THENCE South 89 degrees 24 minutes 54 seconds East, with tt►e north �ine of said Martu�o tract (2006-39542) and the south line af said prominencs Square tract, a distance of 10.00 feet to a point far cornar; THENCE South Ol degrees 2S minutas 36 seconds West, a�er and across said Maiti�►o Tracts, a distanca of 1169.76 feet to a point far corner; �'HENCE South 45 degrees 40 minutes 43 seconds Vlfiest, over an�d across said Martino "North'Itact" {2005- 143880), a distance of 14.33 feet to the POINT OF BEG�hTN1NG and containing 0.270 acres of land, more or less. C110713129 Perca] M052 dt M053 Permenent Slope Easemeat � � �-^ � � i J r Prominsnoe Bquare iand De�rolopmnenk LP. Iostrument Ha 200A-9788 N.4� �'w � �N85� 82 yw �,,� Martino Realty� Ltd. Partnerahlp� Instrumeni Na 2008-99642 q �R.F. �o� "" C.M.) V G— - - �---1- —�— - .. .�� - - � � N8280 5'W ,� • f I � N � ` ��t` a�da�a�r� �"�w �+�� G,.� p � �/� 4�!� > � �C�4 .v u � �� +��, �c�. �ti��^��!4�'��i� �' � "�� " � � N �I �i • ` �� u u �� - �� RUSSELL �.0' Permanent Slope Easement 0.2?Q Acres (l 1�748 sq. ft.) B�ULEVARD ��" �C�1�b'' per ��. U, Pg. 582} (Gypress Boulevard pnr plat) �w I� l' �I!� w� '�k+P � � � � � � � � � � �� 0.27� Acres M.E.P. & P.R.R. Co. Survep, Abstraet Number 927 Ci�y of Denton Denton Countp, Tegas -- 2012 - N 20Q 0 l00 200 SCALE: i"=200' Bcsrings shown hcioon b�sed on the Gity of Denton G1S Netvvotk. NOTES: • I.R.F. - !/2" Iron Rod �'ound • I.R.S. =112" [ron Rod Sat with yellow cap ataatpod "Arthur Surveying Cvmpany" . • All improvements aot shown hereon �� S89°SS'Sl "W 89.d1' � N4$°4�'43"B I4,32' ' L3 S89a14'S4'B 1Q.00' L4 S45°44'43"W t4�33' � �� ±Is �� HN"a� 1�4t�� '� � l� � a�sr� �ca I��d�C�V��'��y �Gr �d`� �tcRwtstsu� mymawle�gq �iOAroao �J"�k'b;� �nr�R�o�a�.�.� y� �; ° ��r�� ,��m�r��r�a�,�� ' � rthur Sur�eying Co., Inc. PYat'�oinal I�sad sr�s P.O.Box 64 - Lewlevllle, Te�tas 76087' Otfioe: (97"d) 881-9439 Faz: (972) E2l-s678 EsEaf,blishad 1986 TLTA T-1 OWNER'S POLICY (2/l/l0) r � . , r , � � . '1 : ' • '• # '' Policy No.: 91143-14474 This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of the terms and conditions of the leases and easements, if any shown in Schedule A, and the following matters: The following restrictive covenants of record itemized below (the Company must either insert specific recording data or delete this exception): Item No. 1 is hereby deleted. 2. Shortages in area. 3. Homestead or community property or 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 iilled-in lands, or artificial islands, or d. to statutory water rights, including riparian rights, or e. to the area extending from the line of inean low tide to the line of vegetation, or the right of access to that area or easement along and across that area. 5. Standby fees, taxes and assessments by any taxing authority for the year 2013, and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year. 6. The following matters and all terms of the documents creating or offering evidence of the matters (The Company must insert matters or delete this exception): a, Easement executed by S.J. BICKLEY and wife, JIMMIE D. BICKLEY to TEXAS POWER & LIGHT COMPANY filed May 2, 1957, recorded in Volume 429, Page 194, Deed Records of Denton County, Texas; as shown on survey dated February 21, 2013, prepared by John M. Russell, RPLS #5305. b. Affidavit to The Public executed by JIMMIE DEE BICKLEY, iiled July 1, 2005, recorded under CC# 2005-79732, Real Property Records of Denton County, Texas. c. Affidavit to The Public executed by JIMMIE DEE BICKLEY, iiled July 7, 2005, recorded under CC# 2005-81963, Real Property Records of Denton County, Texas. d. Right of Entry and License Agreement executed by and between the CITY OF DENTON, TEXAS and JIMMIE D. BICKLEY, iiled May 3, 2005, recorded under CC# 2005-51716, Real Property Records of Denton County, Texas. File No.: ] 02418 Page {PA(YE } of {NUMPf#CiES } 08 TLTA — T-1 Owner's Policy TLTA T-i owrvEx�s poLicY �2ni�o> P�licyl�TS�,e 91143-14474 e. Undivided interest in Oil, Gas and other Minerals reserved in deed from JIMMIE D. BICKLEY aka JIMMIE DEE BATTERSTON BICKLEY to MARTINO REALTY, LTD. PART'NERSHIP filed Apri15, 2006, recorded under CC# 2006-39542, Real Praperty Records of Denton County, Texas. (Title to said interest not checked subsequent thereto.) f. Easement executed by A.A. WAGNON to TEXAS POWER & LIGHT COMPANY filed I7ecember 1, 1924, recorded in Valume 197, Page 6, ]7eed Records of Denton County, Texas; as shown on survey dated February 21, 2013, prepared by John M. Russell, RPLS #5305. g. Undivided interest in Oil, Gas and other Minerals reserved in deed from RUSSELL-NEWMAN, LTD. to DENTON COiJNTY, TEXAS iiled November 17, 2005, recorded under CC#2005- 143878, Real Property Records of Denton County, Texas. (Title to said interest not checked subsequent thereto.) h. Mineral Estate and Interest described in instrument filed February 27, 2013, CC# 2013-23554, Real Property Records of Denton County, Texas. (Title to said interest nat checked subsequent thereto.) i. Slape Easement from MARTINO REALTY LIMITED PARTNERSHIP, a Texas limited partnership, to the CITY OF DENTON, TEXAS, filed February 27, 2013, CC# 2013-23555, Real Property Records of Denton County, Texas. j. Power lines and poles in place; protrusion of house on West boundary line; as shown on survey dated February 21, 2013, prepared by John M. Russell, RPLS #5305. k. No liability is assumed by reason of fence encroachments and or protrusions; as shown on survey dated February 21, 2013, prepared by John M. Russell, RPLS #5305. File i�lo.: ] 02418 Page {P,4GE } s�f {NUIVIPAC'sES � 08 TI,TPs-7`-1 ��vr�er's Pal�cy EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses that arise by reason of: (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to: (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions or location of any improvement erected on the Land; (iii) subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is: (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. 6. The refusal of any person to purchase, lease or lend money on the estate or interest covered hereby in the land described in Schedule A because of Unmarketable Title. CONDITIONS 1. DEFINITION OF TERMS. The following terms when used in this policy mean: (a) "Amount of Insurance": the amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company or other similar legal entity. (d) "Insured": the Insured named in Schedule A. (i) The term "Insured" also includes: (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title; (1) If the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured, (2) If the grantee wholly owns the named Insured, (3) If the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly- owned by the same person or Entity, or (4) If the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B), (C) and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessorinsured. (e) "Insured ClaimanY': an Insured claiming loss or damage. (f) "Knowledge" or "Known": actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "Land": the land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured 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. Q) "Title": the estate or interest described in Schedule A. (k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE. Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 2/01/2010 The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT. The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) below, or (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. When, after the Date of the Policy, the Insured notifies the Company as required herein of a lien, encumbrance, adverse claim or other defect in Title insured by this policy that is not excluded or excepted from the coverage of this policy, the Company shall promptly investigate the charge to determine whether the lien, encumbrance, adverse claim or defect or other matter is valid and not barred by law or statute. The Company shall notify the Insured in writing, within a reasonable time, of its determination as to the validity or invalidity of the Insured's claim or charge under the policy. If the Company concludes that the lien, encumbrance, adverse claim or defect is not covered by this policy, or was otherwise addressed in the closing of the transaction in connection with which this policy was issued, the Company shall specifically advise the Insured of the reasons for its determination. If the Company concludes that the lien, encumbrance, adverse claim or defect is valid, the Company shall take one of the following actions: (i) institute the necessary proceedings to clear the lien, encumbrance, adverse claim or defect from the Title as insured; (ii) indemnify the Insured as provided in this policy; (iii) upon payment of appropriate premium and charges therefor, issue to the Insured Claimant or to a subsequent owner, mortgagee or holder of the estate or interest in the Land insured by this policy, a policy of title insurance without exception for the lien, encumbrance, adverse claim or defect, said policy to be in an amount equal to the current value of the Land or, if a loan policy, the amount of the loan; (iv) indemnify another title insurance company in connection with its issuance of a policy(ies) of title insurance without exception for the lien, encumbrance, adverse claim or defect; (v) secure a release or other document discharging the lien, encumbrance, adverse claim or defect; or (vi) undertake a combination of (i) through (v) herein. 4. PROOF OF LOSS. In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS. (a) Upon written request by the Insured, and subject to the options contained in Sections 3 and 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained in Sections 3 and 7, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction and it expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE. (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. (c) If the Insured demands that the Company accept a settlement offer that is not greater than the Amount of Insurance or if the Insured expressly agrees that a settlement offer should be accepted, the Company has a right to be reimbursed if it has timely asserted its reservation of rights and notified the Insured that it intends to seek reimbursement if it pays to settle or defend a claim that is not covered by the policy. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY. Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 2/01/2010 In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY. This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of: (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 3 or 5 and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10%, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees and expenses incurred in accordance with Sections 5 and 7 of these Conditions. 9. LIMITATION OF LIABILITY. (a) If the Company establishes the Title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the Land, all as insured, or takes action in accordance with Section 3 or 7, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY. All payments under this policy, except payments made for costs, attorneys' fees and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE. The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken 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) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT. Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 2/01/2010 (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim, shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy or (iv) increase the Amount of Insurance. Each Commitment, endorsement or other form, or provision in the Schedules to this policy that refers to a term defined in Section 1 of the Conditions shall be deemed to refer to the term regardless of whether the term is capitalized in the Commitment, endorsement or other form, or Schedule. Each Commitment, endorsement or other form, or provision in the Schedules that refers to the Conditions and Stipulations shall be deemed to refer to the Conditions of this policy. 16. SEVERABILITY. In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid and all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM. (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured, and in interpreting and enforcing the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of laws principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT. Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at 8111 LBJ Freeway, Suite 1200, Dallas, Texas 75251. Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 2/01/2010 FT (6/2001) File No.: 102418 TITLE RESOURCES, LLC Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm-Leach-Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of TITLE RESOURCES, LLC. ("TITLE RESOURCES"). We may collect nonpublic personal information about you from the following sources: • Information we receive from you, such as on applications or other forms. • Information about your transactions we secure from our files, or from our affiliates or others. • Information we receive from a consumer-reporting agency. • Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: • Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. • Non-financial companies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. FT (6/2001) File No. 102418 : � : ' : : �,��tl 1`'LK17►I � J1►�'1 Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm-Leach-Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of. We may collect nonpublic personal information about you from the following sources: • Information we receive from you, such as on applications or other forms. • Information about your transactions we secure from our files, or from our affiliates or others. • Information we receive from a consumer reporting agency. • Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: • Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. • Non-financial companies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. G.F. Number 102418 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://vwvw.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)