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2012-182s:\legallour documents\ordinances\121mahogany run ordinance.doc ORDINANCE NO. 2012-182 AN ORDINANCE FINDING THAT A PUBLIC USE AND NECESSITY EXISTS TO ACQUIRE (I) A SANITARY SEWER EASEMENT ENCUMBERING A 0.43 S ACRE TRACT, AND (II) A TEMPORARY CONSTRUCTION, GRADING AND ACCESS EASEMENT, ENCUMBERING A 0.134 ACRE TRACT, ALL TRACTS LOCATED 1N THE GIDEON WALKER SURVEY, ABSTRACT NUMBER 1330, CITY OF DENTON, DENTON COUNTY, TEXAS, AS MORE PARTICULARLY DESCRIBED ON EXHIBIT "A", ATTACHED HERETO AND MADE A PART HEREOF, LOCATED GENERALLY IN THE 3900 BLOCK OF SOUTH 1NTERSTATE HIGHWAY 35 EAST (THE "PROPERTY INTERESTS"), FOR THE PUBLIC USE OF EXPANDING AND IMPROVING THE MUNICIPAL SANITARY SEWER SYSTEM; AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO MAKE AN OFFER TO MAHOGANY RUN INVESTMENTS, L.P., A TEXAS LIMITED PARTNERSHIP (THE "OWNER") TO PURCHASE THE PROPERTY INTERESTS FOR THE PURCHASE PRICE OF TWO HUNDRED NINETY ONE THOUSAND THREE HUNDRED FORTY FOUR DOLLARS AND NO CENTS ($291,344.00), AND OTHER CONSIDERATION, AS PRESCRIBED IN THE EASEMENT PURCHASE AGREEMENT (THE "AGREEMENT"), AS ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT "B"; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, after due consideration of the public interest and necessity and the public use and benefit to accrue to the City of Denton, Texas; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Council finds that a public use and necessity exists, and that the public welfare and convenience require the acquisition of the Property Interests by the City of Denton, Texas (the "City"). The City Council hereby finds and determines that the acquisition of the Property Interests is necessary for public use to provide sanitary sewer improvements to serve the public and citizens of the City of Denton, Texas. SECTION 2. The City Manager, or his designee, is hereby authorized to malce a formal offer to the Owner to purchase the Property Interests from the Owner and expend funds in accordance therewith. SECTION 3. The City Manager, or his designee, is hereby authorized to execute for and on behalf of the City (i) the Agreement, by and between the City and Owner, in the form attached hereto and made a part hereof as Exhibit "B", with a purchase price of $291,344.00 and other consideration, plus costs and expenses, all as prescribed in the Agreement; and (ii) any other documents necessary for closing the transaction contemplated bythe 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 a11 applicable law. SECTION 6. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 7. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the �/5t day of , 2012 ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY B C� � y. Page 2 EXHIBIT "A" - to Ordinance (Property Interests) rthur Sur�e lr� Co., I ne, y� �'xafess.io�a!a1.�.a,r.�d S�e,yors .-.._ P.O. Box 54 � Lewisvills, Texas 75067 Ofiice: (972) 221-9439 � Fax: (972) 221-4675 EXHIBIT A PARCEL — 4 — SSE —1 0.438 ACR.ES CITY OF DENTON, DENTON COUNTY, TEXAS BEING all that certain lot, tract or parcel of land situated in the Gideon Walker Sur�vey, Abstract Number 1330, City of Denton, Denton Couniy, Texas, and being a part of Lot 1-A, Block 1, Nationwide Housing Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet W, Page 3S1 of the Plat Recorcis of Denton County, Texas, and being more particularly described as follows: BEGINNING at a point for corner at the most southerly west corner of said Lot 1-A and the south corner of Lot 2, Block l, Nationwide Housing Addition, an addition to the Cifly of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet U, Page 949 of the Plat Records of Dentan County, Texas, sa.id point also being in the northeast line of the service road of Interstate Highway 35-E, a public roadway; THENCE North 41 degrees 39 minutes OS seconds East, with the southeast line of said Lot 2, a distance of 348.19 feet to a p4int for corner being the east corner of said Lot 2; TH�NCE North 46 degrees 35 minutes 09 seconds East, over, through and across sa.id Lot 1-A, a distance of 171.48 feet to a point for corner; THENCE North 15 degrees 32 minutes 16 seconds East, continuing over, throug� and across said Lot 1-A, a dista.nce of 15.45 feet to a point for corner in the northeast line of said Lot 1-A and being in the southwest line of Denton County Transit Authority Rail; THENCE Sonth 38 degrees 48 minutes 18 seconds East, with the southwest line oi'said Denton County Transit Authority Rail, a distance of 210.71 feet to a point for corner; THENCE South 34 degrees 03 minutes 23 seconds East, continuing with the southwest line of said Denton County Transit Authority Rail, a distance of 107.57 feet to a point for corner; THENCE South 51 degrees 35 minutes 38 seconds West, over, through and across said Lot 1-A, a distance of 20.06 feet to a point for corner; THENCE North 34 degrees 03 minutes 23 seconds West, continuing over, throu�h and across said Lot 1-A and being 20 feet southwest and parallel to the northeast line of said Lot 1-A, a distance of 108.27 feet to a point for comer; TAENCE North 38 degrees 48 minutes 18 seconds West, continuing over, throug,h and across said Lot 1-A and being 20 £eet southwest and parallel to the northeast line of sai.d Lot 1-A, a distance of 175.19 feet to a point for corner; p:ljvc120111cod1state school interceptor - 640172539.1360.20L00\dwg11204167_esmtl revised.doc EXHIBIT "A" - to Ordinance (Property Interests) rthur Sur�e in Co., Inc. Yg .�''i�ofessio�al �a,nec� S�e,3ro�rs �_�_ P.O. Box 54 � Lewisville, Texas 75067 Off'ice: (972) 221-9439 � Fax: (972) 221-�t675 THENCE South 46 degrees 35 minutes 09 seconds West, continuing over, throug;h and across said Lot 1-A, a distance of 160.92 feet to a point for corner; THENCE South 41 degrees 39 minutes OS seconds West, continuing over, throug;h and across said Lot 1-A and being 25 feet southeast and parallel to the southeast line of said Lot 2, a distance of 317.82 feet to a point for corner; THENCE South 29 degrees 03 minutes 44 seconds West, continuing over, throug;h and across said Lot 1-A, a distance of 29.32 feet to a point for corner in the southwest line of said Lot 1-A and being in the northeast line of said Service Road of Interstate Highway 35-E; THENCE North 49 degrees 34 minutes 21 seconds West, with the northeast line of said Service Road, a distance of 31.40 feet to the POINT OF BEGINNING, and containing 0.438 acres of land, more or less. p:Uvc12011\cod�state school interceptor - 640172539.1360.201001dwg11204167 esmtl revised.doc EXHIBIT "A" - to Ordinance (Property Interests) LINE TABLE LINE BEARING DIS7ANCE L1 N15'32'16"E i5.45' L2 S51'35�38��W 20.06' L3 N29'03'44"E 29.32' L4 N49'34'21 "W 31.40' \ (C M.) �/z r,R.F � � /� � � � � 30' Temporary Lot 1-A� B1oCk 1 �Eosementn Nationwide Housing Addition ' Cabinet W, Page 351 ,� � iY63, \ \ ` o32D,� \29��3?. � �a � r ,. � \ o� . a \ c'` Lot 2, Blo�k 1 � �� t�� Nationwide Housing�ddition �� 4, Cabinet U, Page 94 \,�° , p�`� � cp��'�°'� r/ �<o c ��tiF ti \�'q?�'� \FQ°��t/ �?�� g��o/�,,� �� ry\ c�� ' �� ' '�� 1� � /?%��\� \ J • V . t/fJ . Gideon \ � NC�RTH 1�� , � 1�� Bearings shown are based on the City of Denton 61S network. S �d �° � � � `��• � i � 1� �`� y� ��p �� "Y, � / / o� �1'v' �'j'�'F ,�� 0 � / /.hh �`L j �''� �,�' x ��6 �6� �� 9, i S �u. '1i� `�r� j��C7�. ,�p�9 �Sac''f� � .� ��, �� Lot 1-A, Block 1 / / Nationwide Housing Addition / Cabinet W, Page 351 \ \ \ c�`�o. L 4s�F\ GO g0 �°o�l `�h.�3�, \ � j j�9� F �y��% /ry��b/ � �^/ � ��/�� !�- � 9`� // �\ \?S�'o'AA G��Gir,7f \ J'l\ � � �'�' c s�'��r /ry°/ \4�-\ �s. \ `�`� o � /\ � s �€�� G2� \ / '� � \ �� ti / q \ / �� CS ��? �C. �s��'3S�J / � �0 �j ~ ��y\ / \ \ / / �d �R9,�3s� // � , � �� i%2"�R F. .�XHIBIT B �'arcel - 4 - SSE - 1 0.438 Acres in the Walker Survey, Abst. No. 1330 City of Denton Denton County, Texas — 2012 — P�\JVC\�D1l�GpP�STArE scxum. u+reKCtriurc - a+u..eo.a�.+-+_�._..••, u=��•�•_--••.• •--• �P � o'� � �\ � / \ Eckert Real Estate, LLC � Doc. No. 2009-12026 \ � rthur Surveying Co., I nc. Professional La.;r2d Surveyors 972-221-9439 � Fax 972-221-4675 220 Blm Street, Suite 200 ^- P.O. Bos S4 Lewisville, Texas 75067 eww�ss�! EXHISIT "A" - to Ordinance (Property Interests) rthur Surve in Co., I nc, Yg �roi'ession� .1�,�nd Surve,yroxs , , ��. � � � P.O. Box 54 � Lewisville, Texas 75067 Office: (972) 221-9439 � Fax: (972) 221-4675 EXHIBIT A PARCEL — 4 — TCE -1 0.134 ACRES CITY OF DENTON, DENTON COUNTY, TEXAS BEING all that certain lot, tract or parcel of land situated in the Gideon Wallcer Survey, Abstract Number 1330, City of Denton, Denton County, Texas, and being a part of Lot 1-A, Block l, Nationwide Housing Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet W, Page 351 of the Plat Recorcis of Denton County, Texas, and being more particularly described as follows: BEGINNING at the east corner of Lot 2, Block ], Nationwide Housing Addition, an addition to the City of Denton, Denton County, TeXas, according to the plat thereof recorded in Cabinet U, Page 949 of the Plat Records of Denton Couniy, said poin.t alsv being an inner ell corner of said Lot 1-A; THENCE North 63 degrees 03 minutes 20 seconds West, with the northeast line of said Lot 2, a distance of 31.85 feet to a point for corner; THENCE North 46 degrees 35 minutes 09 seconds East, over, through and across sa.id Lot 1-A, a distance of 173.85 feet to a point for corner; THENCE North 15 degrees 32 minutes 16 seconds East, continuing over, through and across said Lot 1-A, a distance of 28.64 feet to a point for corner in the northeast line of said Lot 1-A and being in the southwest line of llenton County Transit Authority Rail; THENCE South 38 degrees 48 minutes 18 seconds East, with the southwest line oi'said Denton County Transit Authority Rail, a distance of 36.92 feet to a point for corner thereof; TFLENCE Sout1� 15 degrees 32 nninutes 16 seconds West, over, through and across said Lot 1-A, a distance of 15.45 feet to a point for corner thereof; THENCE Sonth 46 degrees 35 minutes 09 seconds West, continuing over, through and across said Lot 1-A, a distance of 171.48 feet to the POINT OF BEGINNING, and con�taining 0.134 acres of land, more or less. �� p:ljvc12011\codlstate school interceptor - 640172539.1360,20100\dwg\1204167 esmtl-temp3.doc �I� �� I�/� i ► ,� v EXHIBIT "A" - to Ordinance (Property Interests) LINE TABI.E LINE BEARlNG DISTANCE Lt Nfi3'03'20"W 31.85' L2 N15'32'16"E 28.64' L3 S38'48'18"E 36.92� L4 S15'32'16"W 15.45' \ � !f � . � NORTH 100 0 100 \ "9 Bearings shown are based on the Crty of I,Ot 1-A� BIOCk 1 Denton GIS network. (c.M.) Nationwide Housing Addition � "' 1/2"I.R.F. '�' Cabinet W, Page 351 ,,� ,�y� � d .� \ � N6�. ' �� + �°� � � . .. G ,o \ � 0,�2\2S ��`6� %G ��'��o�� ,�'a \ � � � '�/ , / \ � 46�ot � p'�'�� •'�hO�c� \ �'� \ �'� / \ (�� \q `��',�'Q 5�f0'� �' \�s@�. 2 \ � � � � r ��'` Lot 2, Bla�vk t � ��ti �w Nationwide Housing�ddition /� � �, Ui , �, , Cabinet U, Page 94 � �,u�. `�09/ � /� � 03/ � � � \ �Q��a ! �c`� a �' 9° �S• //O\ t°�� \ Lot 1-A, Block 1 // �oFe�\�� _ ,C�Q` / �C � Nationwide Housing Addition � ``q�,�� tiFti / / \ Cabinet W, Page 351 6� � � �� \2� \ �'� rG\� / / \ ry�1Q'� 9 \ '��% i / � RJ \ �� \ `/ F -�qs � r / G Lo.oc<`� ��. \ GO`!� j ��C, \ Q'y / � \ ?�-O� e� �tnp /� �\ \�}s°''?.o ��'��i \ /, ��J/ \ o•L� c � s�yrF2� �� \ n \ \ 1,�,� \ �s \ sa�'o � / Bc \ , Q.'�.•GO7fiR�T SQ9� ��• ��y \ / �•.Q,F. /g�� 4�0 ;9� � � F� F`ti \�j \ � �,: �j� : � ' � sr2� -v� � . 8^°A • %y � i •�o��y �, ��; °�� C',�, c�s� F\ s�� sJ �\ Eckert Real Estate, LLC ..:: �.• ...�" � •' .�� 09� ti r�� Doc. No. 2fl09-12026 9 • '� ..��.o• Se. �d SJ / � / � �� / / \ �y .I� � �,�� ,� 1/2"I.R.F. EXHIBIT B Parcel - 4 - TCE - 1 0.134 Acres in the Gideon Walker Survey, Abst. No. 1330 City of Denton Denton County, Texas - 2012 - rthur Surveylr�g Co., I nc. Frofessional Laxid Surveyors 972-221-9939 � Fwr972-221-4675 zzo � sr�r, sut� zoo � r o. sox sa Lewisville, Tearas 75067 P�\Jvc\201I\C00\STATE SCFi00L IN7ERCEPiqR - 6�a�ie�ay.iaeuewuu�u.g.�ew�o� asncrsmP.+.w.y c..u.��.� .•��-, � �� EASEMENT PURCHASE AGREEMENT NOTICE YOU, AS OWNER OF THE EASEMENT LANDS (AS DEFINED BELOV�, HAVE THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF DENTON'S ACQUISITION OF THE EASEMENTS (AS DEFINED BELOV� WITH OTHERS; OR (2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE. THIS EASEMENT PURCHASE AGREEMENT (the "Agreement") is dated s'� "� , 2012, but effective for all purposes as provided in this Agreement, between Mahogany Run Investments, L.P., a Texas limited partnership (the "Owner") and the City of Denton, Texas ("City"). WITNESSETH: WHEREAS, Mahogany Run Investments, L.P., a Texas limited partnership, is the Oumer of a tract of land (the "Land") in the Gideon Walker Survey, Abstract Number 1330, Denton County, Texas, being affected by the public improvement Project called the State School Sanitary Sewer Interceptor Project — Phase II ("Project"); and WHEREAS, City is in need of certain easements in, along, over, upon, under and across the tract of land described above 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 easements for the Project; NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. At Closing, the Owner shall grant, execute, and deliver to the City (i) an easement in, along, over, upon, under and across the tract of land being described and depicted in Exhibit "A" and Exhibit "B", respectively (the "Sanitary Sewer Easement Lands"), to that certain Sanitary Sewer Easement attached hereto as Attachment 1 and made part hereof, for sanitary sewer purposes, as more particularly described therein (the "Sanitary Sewer Easement"); and (ii) an easement in, along, over, upon, under and across the tract of land being depicted and described in Exhibit "A" and Exhibit "B", respectively (the "Temporary Construction, Grading and Access Easement Lands"), to that certain Temporary Construction, Grading and Access Easement attached hereto as Attachment 2 and made part hereof, for temporary construction, grading and access purposes, as more particularly described therein (the "Temporary Construction, Grading and Access Easement"). (The Sanitary Sewer Easement Lands and the Temporary Construction, Grading and Access Easement Lands are collectively referred to herein as the "Easement Lands"). The Sanitary Sewer Easement shall be in the form as attached hereto and incorporated herein as "Attachment 1", and the Temporary Construction, Grading and Access Easement shall be in the form as attached hereto and incorporated herein as "Attachment 2" (the Sanitary Sewer Easement and the Temporary Construction, Grading and Access Easement are collectively referred to herein as the "Easements") 2. As consideration for the granting of the Easements, the City shall pay to Owner at Closing the sum of Two Hundred Ninety One Thousand Three Hundred Forty Four and No/100 Dollars ($291,344.00) as compensation for the Easements. 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 Proj ect, the City shall reconstruct, at its sole cost and expense, those areas of concrete flatwork within the Easement Lands damaged by the construction of the Project. The affected concrete flatworlc shall be reconstructed in a worlcmanlike manner, using materials comparable to that of the existing concrete flatwork. The work prescribed in this Section 3 is herein referred to as the "Concrete Flat Work". 4. Owner stipulates that the Total Monetary Compensation payment and the Concrete Flat Work constitute and include all compensation due Owner by City related to the Project, including without limitation, any damage to or diminution in the value of the remainder of Owner's property caused by, incident to, or related to the Project, 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 lcind located within the Easement Lands related to activities conducted pursuant to the Easements, interference with Owner's activities on the Easement Lands or other property interests of Owner caused by or related to activities within the scope of the rights granted by the Easements, whether accruing now or hereafter, and Owner hereby releases for itself, its successors and assigns, City, it's ofiicers, 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. 5. The Closing (herein so called) shall occur in and through the office of Title Resources, LLC, 525 South Loop 288, Suite 125, Denton, Texas 76205 ("Title Company"), with said Title Company acting as escrow agent, on the date which is 60 days after the Effective Date, unless 3 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. The Owner shall convey the Easements free and clear of all debts, liens and encumbrances (the "Encumbrances"). The Owner shall assist and support satisfaction of all closing requirements in relation to solicitation of release or subordination of liens and encumbrances and other curative efforts affecting the Easements, 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 10, below. However, if the Encumbrances are not cured as provided herein, City has the option of either (i) waiving the defects related to the remaining Encumbrances by notice in writing to Owner on or prior to the Closing Date, upon which the remaining Encumbrances shall become Permitted Exceptions (herein so called), and proceed to close the transaction contemplated by this Agreement; or (ii) terminating this Agreement by notice in writing to Owner, in which latter event Owner and City shall have no further obligations under this Agreement. 6. The stipulated Total Monetary Compensation amount shall be paid by the City at Closing to the Owner through the Title Company. 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. 7. The date on which this Agreement is executed by the Owner shall be the "Effective Date" of this Agreement. 4 8.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 such 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 or termination of this Agreement. B. In the event City shall default in the performance of any covenant or term provided herein, and such default shall be continuing after ten (10) days written notice of default and opportunity to cure, Owner may, as its sole and exclusive remedy, either (i) terminate this Agreement prior to Closing by written notice of such election to City; or (ii) enforce specific performance of this Agreement. 9. THE LAWS OF THE STATE OF TEXAS SHALL CONTROL AND APPLY TO THIS AGREEMENT FOR ALL PURPOSES. THIS AGREEMENT IS PERFORMABLE 1N DENTON COUNTY, TEXAS. VENUE FOR ANY ACTION ARISING HEREUNDER SHALL LIE SOLELY 1N THE COURTS OF COMPETENT JURISDICTION OF DENTON COUNTY, TEXA5. 10. From and after the date of execution of this Agreement by Owner to the date of Closing, Owner shall not (i) convey or lease any interest in the Easement Lands; (ii) enter into any agreement that will be binding upon the Sanitary Sewer Easement Lands or upon the Owner with respect to the Sanitary Sewer Easement Lands after the date of Closing; and/or (iii) enter into any � agreement that will be binding on the Temporary Construction, Grading and Access Easement Lands at any time prior to the termination of the Temporary Construction, Grading and Access Easement. 11. Any notices prescribed or allowed hereunder to Owner and/or City shall be in writing and, except as otherwise provided herein, shall be delivered by telephonic facsimile, hand delivery or by United States Mail, as described herein, and shall be deemed delivered and received upon the earlier to occur of (a) the date provided if hand delivered or delivered by telephonic facsimile; and (b) on the date of deposit of, in a regulaxly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: OWNER: Mahogany Run Investments, L.P Phone Copies to: For Owner: Telecopy: CITY: City of Denton Paul Williamson Real Estate and Capital Support 901-A Texas Street Denton, Texas 76209 Telecopy: (940) 349-8951 For Citv: Richard Casner, Deputy City Attorney City Attorney's Office 215 E. McKinney Denton, Texas 76201 Telecopy: (940) 382-7923 12. This Agreement constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties with respect to the subject matter of this Agreement. Time is of the essence with respect to this Agreement. 0 13. The representations, warranties, agreements and covenants contained herein shall survive the Closing and shall not merge with the Easements. 14. In the event prior to the Closing Date, condemnation or eminent domain proceedings are threatened or initiated by any entity or party other than the City that might result in the talcing of any portion of the Property, City may, at its election, terminate this Agreement at any time prior to Closing. 15. Authority to take any actions that are to be, or may be, talcen by City under this Agreement are hereby delegated by City, pursuant to action by the City Council of Denton, Texas, to Frank Payne, P.E., City Engineer of City, or his designee. 16. If the Closing Date or day of performance of any act required or permitted hereunder falls on a Saturday, Sunday or legal holiday, then the Closing Date or day of performance, as the case may be, shall be the next following regular business day. CITY OF DENTON, TEXAS By: �- GEOR E C. CAMPBELL, City Manager Date: � t � � , 2012 7 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: Date: , 2012 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: �� ---- Date: �� f /6 , 2012 OWNER: MAHOGANY RUN INVESTMENTS, L.P., a Texas limited partnership C Printed name: Title: 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 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) 3 81-1006 Telecopy: (940) 898-0121 I: Printed Name: Title: Contract receipt date: , 2012 0 �.,,,�„�„��, ��,. � � 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. SANITARY SEWER EASEMENT THE STATE OF TEXAS, COUNTY OF DENTON § § KNOW ALL MEN BY THESE PRESENTS: § THAT Mahogany Run Investments, L.P., a Texas limited partnership ("Grantor"), of Denton County, whose mailing address is 5501 Mahogany Run Court, Plano, Texas 75093-4208, 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, 215 E. McKinney, Denton, Texas 76201, receipt 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 sanitary sewer 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 Gideon Walker Survey, Abstract Number 1330, to wit: PROPERTY AREA DESCRIBED IN EXHIBIT "A", AND DEPICTED IN EXHIBIT "B", BOTH ATTACHED HERETO AND MADE A PART HEREOF For the following purposes: Constructing, reconstructing, installing, repairing, relocating, operating, and perpetually maintaining sanitary sewer pipelines, and related facilities and appurtenances, 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 facilities or any part thereof. This Easement is subject to the following: 1. Structures. Except as otherwise provided herein, 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 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. Grantee's Obli atg ions. Notwithstanding the foregoing, all Grantee's sanitary sewer improvements and facilities placed within the Property shall be at or below-grade. 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 Landscapin�. 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 overhang upon the Property without liability to Grantee, including without limitation, the obligation to make further payment to Grantor. 5. Grantor's Ri h�ts. Grantor hereby reserves the right to operate and maintain: (i) private underground electric circuits and above ground service pedestals (hereinafter referred to as "Service Facilities"); (ii) electric security systems and related appurtenances; (iii) pole- mounted security light fxtures (the items described in paragraphs (ii) and (iii) are collectively 2 referred to as the "Security Facilities"); (iv) chain link fencing; (v) landscape irrigation systems; and (vi) paving improvements, on and under the Property. The Service Facilities and the Security Facilities shall all be located as near as practicable to the south-easterly line of the Property, in a location reasonably agreed to by Grantee. Further, Grantor shall have the right, subject to the restrictions contained herein, to make use of the Property for any purpose that does not interfere with the Grantee's rights granted to it herein for the purposes granted. 6. Successors and Assi� 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. 7. Easement Purchase Agreement. This easement is subject to the terms provided in that certain Easement Purchase Agreement, dated on or about January 10, 2013, by and between Grantor and Grantee. TO HAVE AND TO HOLD unto the said City of Denton, Texas as aforesaid for the purposes aforesaid the premise above described. ��°� Y Y .mm.... � . �� '� � �.�,, 2013. Witness m hand, this the �� da of �� ' m_ Grantor: Mahogany Run „ µ��Nt�,��:�.�"., a Texas limited ��rx��°;�� ..,� ,��m�� Y' � . u�r�� .....� � � w,�. � �„a�, Printed name: �� "� _LL m _ �� , �� ,�� Title: � ACKNOWLEDGMENT THE STATE OF �-P X G S _..�,�.....,.��......_........._ � COUNTY OF C� I Y� ...................... � ��.. ��m��,r�� w�� owledged before me on �001�.' d v�' �� .�_.......... _�� 2013, by This ��t�° � � . �� ackn � ._. ..� .,� P"° �r r��..� �� 1 � � !� � of �� L P., a Texas limited artnershi , on� behalf of said� Mahogany Run I��i�� , � p p limited partnership. �.`�`"°`�'`��'� � �"��"�,,�°. �• � �.c� w � � � �'� ,, , . � � � �� 9 � � � � �"� " ,�� ' � � ��°,�,� «� � . '"r� ��.��. l�,.&...�.�� r � ,�r�� ,�r �,.,� � �� r�� .� �� Nota P� bl'c i d�i^ �� t� o� __ �� mm. � % ��'��s�� ^� � ,�� rY i , a. � _ ..��. ��/��"1dr "� y��,ry;";��, y . . p• ,�� r.� .. � ` � � �� M commission ex ires: � / �f� I � �m��ab, AFTER RECORDING RETURN TO: City of Denton — Engineering Department 901-A Texas Street Denton, Texas 76209 Attn: Paul Williamson 4 EXHIBIT "A" - to Sanitary Sewer Easement � rthur Surve in Co., I nc. y� Pxofessiona� �.a.rrcd Surve,yors P.O. Box 54 � Lewisville, Texas 75067 Of�'ice: (972) 221-9439 --- Fax: (972) 221-4675 EXHIBIT A PARCEL-4—SSE-1 0.438 ACRES CITY OF DENTON, DENTON COUNTY, TEXAS BEING a11 that certain lot, tract or parcel of land situated in the Gideon Walker Survey, Abstract Number 1330, City of Denton, Denton County, Texas, and being a part of Lot 1-A, Block 1, Nationwide Housing Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet W, Page 351 of the Plat Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a point for corner at the most southerly west corner of said Lot 1-A and the south corner of Lot 2, Block 1, Nationwide Housing Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet U, Page 9�49 of the Plat Records of Denton County, Texas, said point also being in the northeast line of the service road of Interstate Highway 35-E, a public roadway; THENCE North 41 degrees 39 minutes OS seconds East, with the southeast line of said Lot 2, a distance of 348.19 feet to a point for corner being the east corner of said Lot 2; THENCE North 46 degrees 35 minutes 09 seconds East, over, through and across said Lot 1-A, a distance of 171.48 feet to a point for corner; THENCE North 15 degrees 32 minutes 16 seconds East, continuing over, through and across said Lot 1-A, a distance of 15.45 %et to a point for corner in the northeast line of said Lot 1-A and being in the southwest line of Denton County Transit Authority Rail; THENCE South 38 degrees 48 minutes 18 seconds East, with the southwest line of said Denton County Transit Authority Rail, a distance of 210.71 feet to a point for corner; THENCE South 34 degrees 03 minutes 23 seconds East, continuing with the southwest line of said Denton County Transit Authority Rail, a distance of 107.57 feet to a point for corner; TAENCE South 51 degrees 35 minutes 38 seconds West, over, through and across said Lot 1-A, a distance of 20.06 feet to a point for corner; T'IiENCE North 34 degrees 03 minutes 23 seconds West, continuing over, through and across said Lot 1-A and being 20 feet southwest and parallel to the northeast line of said Lot 1-A, a distance of 108.27 feet to a point for corner; THENCE North 38 degrees 48 minutes 18 seconds West, continuing over, through and across said Lot 1-A and being 20 feet southwest and parallel to the northeast line of sai.d Lot 1-A, a distance of 175.19 feet to a point for corner; p;yvc1201 llcod�state school interceptor - 640172539,1360.20100\dwg\1204167_esmtl revised.doc EXHIBIT "A" - to Sanitary Sewer Easement �* �� rthur Surve in Co., I nc. Yg �fessiona� �,�nd Sura�e,�ors P.O. Box 54 � Lewisville, Texas 75067 Office: (972) 221-9439 � Fax: (972) 221-4675 THENCE South 46 degrees 35 minutes 09 seconds West, continuing over, through and across said Lot 1-A, a distance of 160.92 feet to a point for corner; THENCE South 41 degrees 39 minutes OS seconds West, continuing over, throug�,h and across said Lot 1-A and being 25 feet southeast and parallel to the southeast line of said Lot 2, a distance of 317.82 feet to a point for corner; TFIENCE South 29 dagrees 03 minutes 44 seconds West, continuing over, through and across said Lot 1-A, a distance of 29.32 feet to a point for corner in the southwest line of said Lot 1-A and being in the northeast lina of said Service Road of Interstate Highway 35-E; THENCE North 49 degrees 34 minutes 21 seconds West, with the northeast line oi'said Service Road, a distance of 31.40 feet to the POINT OF BEGINNING, and containing 0.438 acres of land, more or less. p:�vc�2011\cod�state school interceptor - 640172539.1360.20100\dwg11204167_esmtl rovised.doc EXHIBIT "B" - to Sanitary Sewer Easement .�.�. � LINE �"ABLE _... ...._ m LINE BEARING DISTANCE � .m �.. L1 _ �.., p�1Ma"�:��16"E _rv__ t 5,45� L2 S51'35'38"W 20 06' _� _�. . L3 M��"�.3'44"F 29 32' ""� L4 � N49'34'21 'W.,. � 31�40�� .�....�� ._�_. ,� .�.�� . _ . � niar�-rH 1�� 1�� , �.��,�� 6earing�s ^shown are bosed on the City of � ��r�� Denton CIS network, (c.M.) Lot 1-A, Block 1 �p��,�r �/2 �R.F Nationwide Housing Addition �- � � �`�bi��:� �, �'�� 1 �� ,� � � � �� ^n� *�� "� �� "� � �' �,��. ��'� �� ` �;� �"� � �-�� ,� � � � /" �, �� ,µ� �,�� ,��"� �'"„� � �,, �� ,��'�� '`� � � � ��cat �, ��k � � ��,�� «�' �'� i'��tt4+�r�w�i�� T��r�� citJ�t9c�� f'� ��" �� .r �"° i �"�;�ai�ta�t �', �'�� 4 �"�' � �,�'� „�„� �'�� ,�� `�: ��'" �``�,,"��e�" *`�P ,,s» � � �`"�`.�.��'�`� � �� ' � "� ��„� '� �'"w,,�� .�"`� � �� ,,h �'� ��r �'� � ,�� ,�, �� `"`�„ �� c�'��,�'�� '��,�"� ��^1' � h��ti��v�rc9� �-�c�aa�� A�di�i�,i�rr� f . tir�k'"``* �'� „��,� ,��"` � �""� �:�a�i�r�cJ� "'�, �'�� 1 ,/ ,,�'� ��"�� ra � `��' � � �, '� A" �`"� / �� w ��,�^ �e: �� ,r �y ,� ��,�' ��"�� "'� ,, �'� � � �,.�� r �`� �, �� • �� ,�. �r"� ��`�`� � �`�,�� .'� � �� ' q" �,,��.� �` � � � �� "�, � �� ,� �� . �. �. ��:�,,, ``�� ``�',�,� �,�'��'��,"� ,��`,� „,'� � .� �, � �.��°�`��' �� ,� �� ,�✓�c� �� r ��''"�� s� � �� '' � /r � �� * `�^,�� "��aa��.�'�� / ^�'`"~" � �" ^� '�"�-" � �'� � � �, � � J � � , C„�W � �"�� ,�, �,�, �`� �"`��.��, �;�' k��k�rt I�t��l F��;tr��, f:�� , ��r��.:�� °� .�� /' � `"� �c��. ��. �U�� 1 �(�� " � � �,',� �'� �� "��.. � �" , � � � `� � � N��C.1Ca�� d �" � ��"�'� �� k:;�� . . . � r � � �� . � m� �� r��.�+�? �.. ��' �• x,�,�°r �, i �, �" � � � ��.� �� "�r°��i - � - ��"�"�' �' �" �.�� .� �:�r� �.�+��; �"'�� `, A��. �tit�, ��Q City of Denton Denton County, Texas — 2012 — P��JVC�EOLI\CQO\STRTE zcrw�e. wiew.,�r��. - o,...a---�.----"'-'--' � �� i'��" ��"��1�� +�., � ��i.�. :Fa��"��,�.��.r��aP .��xa�ui ,��rx~r��,y�!�^:� -� __._ 972-221-9439 � Fax 972-221-4675 220 P1rn Street Suite 200 �- P.O. Boa 34 ,Lawiawille, Taxas 75067 —_ .................. . an�iania t��ro�� AM CDT Denton County Cynthia Mitchell County Clerk Denton, TX 76202 �o zo7 s 000zosss Instrument Number: 2013-20869 As Recorded On: February 21, 2013 Easement Parties: MAHOGANY RUN INVESTMENTS LP To Comment: ( Parties listed above are for Clerks reference only ) ** Examined and Charged as Follows: *'" Easement 44.00 Total Recording: 44.00 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: 2013-20869 Receipt Number: 1005512 Recorded Date/Time: February 21, 2013 12:07:12P User / Station: C Robinson - Cash Station 1 Record and Return To: TITLE RESOURCES WILL CALL DENTON TX 76202 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 Oiflclal Records of Denton County, Texas. �zA�LL 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 Mahogany Run Investments, L.P., a Texas limited partnership ("Grantor"), of Denton County, whose mailing address is 5501 Mahogany Run Court, Plano, Texas 75093-4208, 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, 215 E. McKinney, Denton, Texas 76201, receipt 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 Gideon Walker Survey, Abstract Number 1330, to wit: PROPERTY AREA DESCRIBED IN EXHIBIT "A", AND DEPICTED IN EXHIBIT "B", BOTH ATTACHED HERETO AND MADE A PART HEREOF It is agreed that the said City of Denton, Texas, in consideration of the benefits above set out, may remove from the Property above described, such fences, signage, buildings and other obstructions as may now be found upon said Property, for the purpose of construction activities, grading activities and access in, along, upon, under and across said Property. It is specifically stipulated by Grantor that the scope of the access, construction and grading activities shall include the clearing and removal of 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 and across said Property for the purpose of access, construction and grading activities or any part thereof. The term of this grant shall expire on the earlier to occur of (i) one (1) year from the date of the "Contractor Notice to Proceed Letter" for the State School Sanitary Sewer Interceptor Project — Phase II; and (ii) December 31, 2014. TO HAVE AND TO HOLD unto the said City of Denton, Texas as aforesaid for the purposes aforesaid the premise above described. Witness my hand, this the � day of �_ �� 2013. �w... _�� .�:�:...: ....�� ......] Grantor: Mahogany Run In�c��%r��t�,� .� �"��;� limited partnership P inted name: w� ��mm mmm� , Title: � ��Y,�� ACKNOWLEDGMENT �.. THE STATE OF ��°.�� ( .�r� � �� § r� � �� COUNTY OF � ��,�,�� ,, § . _ � � �� "��.., This ' trument wa acknowled ed before me on � g �� '��"��' � .�� ._..:� 2013, by ., � 11�� i7�C.Gt-Q� , � � , of � �_ ., Mahogany ��r�� 1��r��t�rtt��( ,�'„ ��. T'��:�� Ii��ar�pC�� partnership, on behalf of said partnership. �"��"r�'' JENNIFER IYNN JOHNSON w�+�++��,, ��''� `,�"� Notary Public, Stete of Texas .� My Comrr�d��W�.�w� �x��ir�� '�''"�ui��'� ��I��I�1 ��', �{�� aA��, �,,.�._._��... AFTER RECORDING RETURN TO: City of Denton — Engineering Department Paul Williamson Real Estate Manager 901-A Texas Street Denton, Texas 76209 Na�1 My 2 hCi�;,�r°%� ��c��;;�the �t�tic� of ission expires: °� , � � � EXHIBIT "B" - to Temporary Construction, Grading and Access Easement w��1E NS E03'20"W DI31.85' . ��LINE TABLE _ LIN� NCE �.�.�....�... � -...�..�.� L.�_---- _ L2 W��WW� N1532ITITIT� � � �16��E 28.64� L3 � ��S3R'4��1� �.....� 'i6 92�,.�... L4 S15'32'16"W 15.�45' � ��;:��i r,t$t'r,�,�` �� % �. �� ,.� . � �� Lot 1-A, Block 1 � �1�ti�r��'ic�� c�u�i�� didi�� aR��a�� W'„ 1'��:3,�'1 ,� � �� ». ��M�y p� 4. �✓ "Ml,Y y" � �� `�, � �".,�CB,�e� . � ��.�� . � � � � �' 4 ��M � / ��' � � � ��1"aran�w��i� ��d��rr�``�c��igcan � �r^`�, � ,��. ��. �, +��il�ir��;t, �.�, �s��,� c��e� �, r" �"�✓� �,��',� � �� . � NORTH i�� .::: ._�� ..�.� .: � Bearings shown are 6ased on the City o/ Denton GIS netwoik, � � � �° � � �� ,"� � Cr�at, �-,A„ F�lc�c��. 1 �� . �:�'' � � �`*.� �E�t,zs�re�i�� F-I��a�ai�� i��i1�� ,�`"� e`'�"� �; �° t"U� l� e 3� 1 �r �L `T�P��f�A��... � � � � � ..�A �A�4A� . . p . (�,�, . . . . 'r � /' �. "� .ryµ`r �ky �✓�� ! f/ �y, \. z��. J � _i ~�, � ��.�, � �,�� . � � �� / �"/�� `�, �"� �"�' `�� y �°�/ '� � .c, ,° '� ,� �, ? � � . "^�" <r�„a�' °�^ ��„ \ f *�`Y ""4 ' C',•�� tp ; �ro .+�'d+�,, "" A� �� . ��'��, ,,� � � �s��`� �j � C� � "��", w� ,%� � � � � � � �� ,. � � � � � . � ,��, °" � ��, ,�,►,��`�;�� ' ��» �� " `�''�'� �: Q"�" �� ,t�°ro ,��y'��, �,s�� , � � � . , �''� �" �� "� � I�OUiC;LA� L �.�� fi ��C �� `,� "�� " � `��' � � `"��,� � .';� � 7 "�� r��r r.'`� �^ � �r, � � �� ,> � �„�•,a« w ��: ""a�,�y s��b• `�,�� '� �. "".. �" � / �� ..,� �''"� � � n � � �� C�� t,�� i. � EXHIBIT B Parcel - 4 - TCE - 1 0.134 Acres in the Gideon Walker Survey, Abst. No. 1330 City o! Denton Denton County� Texas —2012— `� / / � }:�la�'c�rl ��a I�;��i�T y.��:��" � �'Meac. i��a, ��f.��-��'C�� rthur Surve ing Co., I nc. y Professional La�nd Surveyors 972-221-9439 � Fax 972-221-4675 azo � sa+�� s�� zoo �.� o. Box sa Z.owlsvflle, Taxas 73067 P�\Jvc\EOII\C00\ST�TE SCHOOL iNTERCEPTOR - 61a17es3al35oxrotuu�a�p��ewwi_•.�z�-�.�v+•••r o••+••••� •�---• °• Denton County Cynthia Mitchell County Clerk Denton, TX 76202 70 2013 00020870 Instrument Number: 2013-20870 Recorded On: February 21, 2013 Parties: MAHOGANY RUN INVESTMENTS LP To Comment: Easement 32.00 Total Recording: 32.00 As Easement ( Parties listed above are for Clerks reference only ) �* Examined and Charged as Follows: ** 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: 2013-20870 Receipt Number: 1005512 Recorded Date/Time: February 21, 2013 12:07:12P User / Station: C Robinson - Cash Station 1 Record and Return To: TITLE RESOURCES WILL CALL DENTON TX 76202 �r � (18 K�'1,r�+� �� q� Mp � �x i r � � y, �,�� r � �. � � )d 4" q «�`+ �,�°ra %"�""•� �+� ��;"w �"" THE STATE OF TEXAS } COUNTY OF DENTON } I hereby certlfy that thls Ins[rument was FILED In the Flle Number sequence on the date/tlme printed heron, and wae duly RECORDED In tha Offlclal Records oT Denton County, Texas. �t6�! � County Clerk Denton County, Texas a� ;;PP��i; , �„ i,,.' °��;, � DATE : April 17, 2013 GF NO : 121393 RES�URCES TO . THE CITY OF DENTON-ENGINEERING ATTN: PAUL WILLIAMSON 901-A TEXAS STREET DENTON, Texas 76209 RE : Owner's Title Policy (Texas Form T-1) regarding the property described in the above referenced file as Lot lai, Block 1, NATIONWIDE HOUSING ADDN, Denton County, Texas and being commonly known as 3939 S I-35E, DENTON, TEXAS 76210 ("Property"). We are pleased to enclose an Owner's Title Policy No. 91143-14473 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 � ��„ � � �.....� � �' ��. �� l�' �'�'�� id � ��' ,, � � Policy Processor � '� � � q _��. �� 6��. ��,��'� ` u , �. � � gail@trnt.net � ., P. �� i� � �� Ir`�"�... �f � �. � ��.`' ? �,.�o.�� ,��a„� �„ Enclosure " �, �� ...... � �� . � .. �� a� � e,� � : . ..�m� 525 South Loop 288 Suite #125 "" Denton, Texas 76205 * Office (940) 381-1006 '� Metro (940) 243-2913 * Fax (940) 898-0121 1:...�. �..... _ _ . ____ --.. .. File No.: 121393 Policy No 91143 14473 Premium: $1,554.00 � 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. ^ ��µ+, � r +�p:v,+.,. �,,� � � � ^��w � �. �' ;� ��,� � � �� '�� ,� � An b, � ��. � °" w��4m o�„'� .'r� 62b S. LOOp 28�, Ste 125 �� Form T-1: Owner�S P(�ii�.y �buT� 76�„�15iiy iii icnaa/ Ttlle Resources Guaranty Company By: ,_ �� .� ��w��~'."... ........ Executrve Vlce 1��ri�w�lalp.��/9 � .,��s°6:d,d N " irDGrf.#Ii4ry �� . Effective 2/01/2010 TLTA T-1 OWNER'S POLICY (2/l/10) TITLE RESOURCES GUARANTY COMPANY SCHEDULE A Name and Address of Title Insurance Company: File No.: 121393 Amount of Insurance: Date of Policy: 1. Name of Insured: $233,124.00 February 21, 2013 CITY OF DENTON, TEXAS Policy No.: 91143-14473 TITLE RESOURCES GUARANTY COMPANY 8111 LBJ Freeway, #1200, Dallas, TX 75251 2. The estate or interest in the Land that is insured by this policy is: EASEMENT ESTATE 3. Title is insured as vested in: CITY OF DENTON, TEXAS 4. The Land referred to in this policy is described as follows: Policy No.: 91143-14473 Premium: $1,554.00 Being part of Lot lA-1, Block 1, of NATIONWIDE HOUSING ADDITION, BEING A REPLAT OF LOT l, BLOCK 1, OF NATIONWIDE HOUSING ADDITION, an Addition to the City of Denton, Denton County, Texas, according the Amending Plat thereof recorded in Cabinet W, Page 351, Plat Records of Denton County, Texas, and being more particularly described on Exhibit "A" and Exhibit "B" attached hereto and made a part hereof for all purposes. File No.: 121393 Page 1 of 4 08 "f�,'fA—'i-1 C�4vner's Pasl�cy ""� EXHIBIT "A" � ta Sanitary Sewer Easement r h r r�e in �o. In�. t u Su , �� JP�.f�ssaionaY .i,�a suru+eyo�rs P.O. Box Sa �- Lewisville, Teaeas 75067 OfFice: (972) 221-9439 -- Fax: (972) 22i-0675 EXATBIT A PARCEL — 4 -- SSE —1 0.438 ACRES QTY QR b�NTON, D�NTON CUUNTY, TEXAS BEING ail that cert�in lat, tract ar parc�l of land situa�ed in the Gideon Walker Survay, Abshnct Numher 1330, City of Denton, Dent� Cauntiy. T�xas, and baing a patt of Lat 1 A, Blacic •1, Nationwide Housing Addidon, an a�W��ion r,a the Ctty af Denton. Denhon County, Texas, accord�g to the plat thereof recorded in Cabinet W, Page 3S1 af the Plet Records af Denton County, Texas, and being mare particulazly descrlbed as foitows: BEGINNING at a point �or comer at the maet southerly west corner of said Lot 1 A and the ��a� ��s� ��'L�� 1� �T�fi��+�� r�aa�� Addition, an addition ta the City of Dentan, ��t�� ,��r� �` ,� u��;� ti�� a ��t �+� �"recorded in Cabinet U, Page 949 afthe Plat R,ecards af Denton Caunty, Texas, said point also being i�+ the northeast line of the servioe road of Interstate Highway 35-E, � pnblic madwa� ; 'THENCE NarEh 41 degrees 39 minutes 05 secnnds P.ast, with the southeast liree af said Lot 2, a distance of 348.19 feet to a point fnr corner being �e east carner of said Lot 2; TAENCE North 4G de�eos 3S mis�ut�s 49 seconds East, over, thcaug� and acc+�s said Lat l-A, a d3stance of 171.48 feet to a point for cflrner, T�NCE Nocth 15 degrees 32 minubes 16 secands East, condnuiag over, tt►raugh and across said Lot ]-A, a distance of 15.a5 fi�eet tn a point for oorner in the northeast lina of sa3d r.,ot 1-A and being in the southwest line of Denton Caunty Transit Authority Rail; THENCE South 38 degress 48 minutea 18 secands East, with the southwegt Iine af said Deu�on Covnty Transit AuEhority Rail, a dtstanca of 210.71 feet to a point far carnow, THENCE South 34 ciagrees 03 minutes 23 saconds F.ast, cotttinning with the southwest line of said Der�tton County'Crm�sit Authoriry Ra�1, a distancs af 107.57 fest ta a point far oorner, T�NCE South 51 deg�ees 35 minutea 38 saconds West, ovar, tbrough anci across said Lat 1-A, a distance o£20.06 feet �o a paurt �or comer; ' TSENCE North 34 dagrees 43 minutes 23 seconds West, coatinuing nver, through and acr�oss seid �ot 1 A and 6simg 20 fe8t southwest and parallel to the northeest line of said Lot l-A, a dis�anae af I08.27 feet ta a poiirt for carner, TSENCE North 38 de�es 48 minuties I8 seconds 1�Ves#, condnuing over, through and acrass said Lat 1 A and being 24 feet �uthwcst and psrallel to the nartheast line af said Lot I-A, � distance of �75.19 %Bt to a point for cornar, p:}jvc120E 1lcad�vGnta school intetoeptor • 64d172539.1360.�O1001dwgUZ041G7 esmtl ravL4ed.doa ' EXHIBIT "A" - to Sanitary Sewer Easement r r�� in �o. In�. �thu Su � g , '� ��o� �a s�,�� P.�. Box 54 � L8WI8�►U1C, Texae 75467 Offico: (472) 221-9439 -- Fax: (972) 221-4675 1"�iENCE South 46 degrees 3S minutes a9 seconds West, continuing aver, throug� and aorass said Lot 1 A, a distance of 160.92 feet to a point for cvrner; T'HENCE Sourtit �41 degrees 39 minutes US seQOnds West, aontinuing over, tlsrough and across said Lot 1-A and hoing 25 feet southeast and parallet Uo the south�ast line of said Lat 2, a dista�nce of 317.8x feat to a point f4r cnrner; �'�� N� �w��abos 44 seconds West, cvntinuing over, through and acrass ��,� �� -,�� u� �►�' ��,�� "�� t�a a point for comer in the so�tthwest �ine of said Lot 1-A and haing in the northeast line of said Serviae Road af L�erstate Highway 35-E; 7'HFNCE Nort� 49 degre� �4 t�ii��u�� ''�+�� t� �� '� ��+� c�ssid Servlca R4ad, a distance of 31.4U �`� �!� ��+ �"� �,` ?M��" � � �; .�'�� r�� 0.438 acres a� land, mare or less. p:1jva120t lloodlvlate achool �rueroeptot - 640172439.1360.2U1001dwg1120416T dmtl revised,doo . w a,. .. EXHIBIT "B" - to Sanitary Sewer Easement �raa� r.�� N��: ��"ARING� DISTANCE �„1 Af1532'!fi""�� 1Sd8' ,»� � ��"�"��"4�1 � 2Q.Q6' �,3 ;�' '� 29.32' '"'� �4 � �" -� 11,d0'. ,�.,, ,�, � _ _ � . NC]RTH ioa o ioo � � �, ��,� BeaAtngs eAown oro 6ased on the C1fy of ��k� Gcrtton qS network. ,��„�,� Lot 1�A, Block I ��, ��"�� Natianwide Housing Addition ^� Cabinet W, Page 351 �,� ,� �• �' ,� � � � , �"� � � �'� � �� °"� ,�, � '�"� . � � �� "` � � , . � � � � �'";'� ��' �"��,��, ,�' �, "�, � �� .�� C�� l� � �"�, � � �"��i��i�� liC��i�""��ti�� ` � ' "" .�" �'+� �� , �"��'�4 � �� ,� ��` � '�� - �",�, �,�` ��w � �," �r �`r�`,�„�� . � � � � �� ,� �� "�� '�` , ,�"��"�y'�'"� �� k 1 �" � °'� �; 'i ' �"�,, ��w�r�� .�.�d��d�as� � � "`�""",�� ,'�"� ��"'� '+�'� ��ai��t "�"„ �� ,� �� ,� �� ,�� `� �� 9'. �3. �. �� ;. ``� �',�� ,� �� '� � � � � ��`�� ' �` �'��,. �, �'„� �" �"" "� �'„� ��+� +��. �� '��, �`�` � � �k�r�l i��;l l��s�� .�+� �� r��'�� "�� ^�"" �� .�,„� ,��,, � ��, ��.�4�� e�wrya��w��wyrqsqr�a!� evr � � �,y� �';�"��.�� . �� iWV!WA�A�4 � ��.. Mai.�rM«w.�. « �wra. .�� .. C"„�„�'� � 'C��" � � � �� r/��. r; � �� 1 � �' � �"��" -� �' �.�� .+�� Gideon �"',��a� � �� 1�� "c�. � �� City ot Denton Denton Coun�p, Texas — 2012 — �"��.�' ��"'�'�"�"�"��.�' ��.� � ��,� � �, �,� � , � � �� - � .,��:��:� aaoBGa saee4 suuo zoo -� P.o. Eaur �4 Le.viewfua Tbaces 7'30i67 ..._.�.�;W..,.�..�...�... �.M.� .W.Wad��r�� ..�veou "n�s�. rw eor TLTA T-1 OWNER'S POLICY (2/1/10) TITLE RESOURCES GUARANTY COMPANY SCHEDULE B EXCEPTIONS FROM COVERAGE Policy No.: 91143-14473 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 specifc recording data or delete this exception): Item No. 1 is hereby deleted. 2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements. 3. Homestead or community property or survivorship rights, if any, of any spouse of any Insured. 4. Any titles or rights asserted by anyone, including but not limited to, persons, the public, corporations, governments or other entities, a. to tidelands, or lands comprising the shores or beds of navigable 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. 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. A 25' building line and 20' utility easement and side walk easement across the Southwesterly boundary line as shown on plat recorded in Cabinet W, Page 351, Plat Records of Denton County, Texas. b. A 5' utility easement along the Northwest boundary line and par of the most Northerly Southwest boundary line as shown on plat recorded in Cabinet W, Page 351, Plat Records of Denton County, Texas. c. Easement executed by G.M. EVANS to TEXAS POWER AT]D LIGHT COMPANY filed June 2, 1924, recorded in Volume 192, Page 6, Deed Records of Denton County, Texas as affected by instrument iiled February 25, 1981, recorded in Volume 1062, Page 66, Deed Records of Denton County, Texas, being a 100' utility easement running across lot as shown on plat recorded in Cabinet W, Page 351, Plat Records of Denton County, Texas. FiCe IVo.: 121393 Page 2 of° 4 d8 TLTA—T-1 Ownar's Policy TLTA T-1 OWNER'S POLICY (2/1/10) Policy No.: 9l 143-14473 d. Easement and Right of Way executed by GLENN W. WOODFORD to TEXAS POWER AND LIGHT COMPANY iiled May 27, 1931, recorded in Volume 236, Page 481, Deed Records of Denton County, Texas, being a 100' utility easement running across lot as shown on plat recorded in Cabinet W, Page 351, Plat Records of Denton County, Texas. e. Easement executed by G.W. WOODFORD and wife, ESTELLA HAYNES WOODFORD to TEXAS POWER AND LIGHT COMPANY filed May 2, 1939, recorded in Volume 275, Page 562, Deed Records of Denton County, Texas, being a l00' utility easement running across lot as shown on plat recorded in Cabinet W, Page 351, Plat Records of Denton County, Texas. f. Easement executed by G.W. WOODFORD and wife, ESTELLA WOODFORD to TEXAS POWER AND LIGHT COMPANY filed August 22, 1951, recorded in Volume 373, Page 301, Deed Recards of Denton County, Texas, as affected by instrument iiled February 25, 1981, recorded in Volume 1062, Page 66, Deed Records of Denton County, Texas g. Easement executed by MARVIN T. MCDONALD, and wife, JEANETTE E. MCDONALD to TEXAS POWER AND LIGHT COMPANY filed July 7, 1954, recorded in Volume 396, Page 489, Deed Records of Denton County, Texas. h. Easement executed by MARVIN H. COBB and wife, ELIZABETH COBB to CITY OF DENTON, TEXAS fled December 19, 1961, recorded in Volume 476, Page 88, Deed Records of Denton County, Texas. i. Easement executed by MARVIN H. COBB and wife, ELIZABETH COBB to TEXAS POWER AND LIGHT COMPANY iiled January 8, 1962, recorded in Volume 476, Page 448, Deed Records of Denton County, Texas. j. Easement executed by L.W. SCHMITZ to CITY OF DENTON, TEXAS iiled January 27, 1982, recorded in Volume 1123, Page 696, Deed Records of Denton County, Texas, being a 20' utility easement running across lot as shown on plat recorded in Cabinet W, Page 351, Plat Records of Denton County, Texas. k. Easement executed by GLEN W. WOODFORD and wife, ESELLA WOODFORD to TEXAS POWER AND LIGHT COMPANY filed December 1, 1959, recorded in Volume 452, Page 143, Deed Records of Denton County, Texas. l. Easement Agreement by and between ENDERBY GAS, INC., a Texas corporation to ACCESSORY SUPERSTORE, INC., a Texas corporation iiled December 20, 2002, recorded under Volume 5237, Page 4353, Real Property Records of Denton County, Texas, being a 5' private sewer easement as shown on plat recorded in Cabinet W, Page 351, Plat Records of Denton County, Texas. m. Mineral lease granted by M.D. WILSON and wife, LIBBIE WILSON to NATIONAL OIL & GAS COMPANY described in instrument iiled February 26, 1919, recorded in Volume 165, Page 87, Deed Records of Denton County, Texas. (Title to said interest not checked subsequent thereto.) n. Sanitary Sewer Easement from MAHOGANY RiJN INVESTMENTS, L.P., a Texas limited partnership, to the CITY OF DENTON, TEXAS, iiled February 21, 2013, CC# 2013-20869, Real Property Records of Denton County, Texas. F'�le No.: 121393 Page 3 oP 4 d8'f'L,TA-"f'-1 Ovdner's Pcrol�cy TLTA T-1 OWNER'S POLICY (2/1/10) Policy No.: 91143-14473 o. Temporary Construction, Grading and Access Easement from MAHOGANY RUN INVESTMENTS, L.P., a Texas limited partnership, to the CITY OF DENTON, TEXAS, fled February 21, 2013, CC# 2013-20870, Real Property Records of Denton County, Texas. F'il� 1Vo.: 127393 d� �`L1'A—T`-1 �vvner's F'ol��y 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 othenvise 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 othervvise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred by the Insured Claimant that were authorized by the Company up 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.: 121393 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. 121393 � � ► . �. � ►. 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 121393 IMPORTANT NOTICE To obtain information or make a complaint: 1. You may contact your title insurance agent at (940) 381-1006. 2. You may call TITLE RESOURCES GUARANTY COMPANY's toll-free telephone number for information or to make a complaint: (insert underwriter information). 3. You may also write to TITLE RESOURCES GUARANTY COMPANY at (insert underwriter information). 4. You may contact the Texas Department of Insurance to obtain information on companies, coverages, rights or complaints at 1-800-252-3439. 5. You may write the Texas Department of Insurance, P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: http://www.tdi.state.tx.us E-mail: ConsumerProtection@.tdi.state.tx.us PREMIUM OR CLAIM DISPUTES: Should you have a dispute concerning your premium or about a claim you should contact the title insurance agent first. If the dispute is not resolved, you may contact the Texas Department of Insurance. ATTACH THIS NOTICE TO YOUR POLICY: This notice is for information only and does not become a part or condition of the attached document. AVISO IMPORTANTE Para obtener informacion o para someter una queja: 1. Puede comunicarse con su agente de seguro de titulo al (940) 381-1006. 2. Usted puede Ilamar al numero de telefono gratis de TITLE RESOURCES GUARANTY COMPANY's para informacion o para someter una queja al (insert underwriter information). 3. Usted tambien puede escribir a TITLE RESOURCES GUARANTY COMPANY: (insert underwriter information). 4. Puede comunicarse con el Departamento de Seguros de Texas para obtener informacion acerca de companias, coberturas, derechos o quejas al: 1-800-252-3439 5. Puede escribir al Departamento de Seguros de Texas: P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: http://www.tdi.state.tx.us E-mail: ConsumerProtection@tdi.state.tx.us DISPUTAS SOBRE PRIMAS O RECLAMOS: Si tiene una disputa concerniente a su prima o a un reclamo, debe comunicarse con el agente de seguro de titulo primero. Si no se resuelve la disputa, puede entonces comunicarse con el departamento (TDI). UNA ESTE AVISO A SU POLIZA: Este aviso es solo para proposito de informacion y no se convierte en parte o condicion del documento adjunto. (i)