2012-294s:\legal\our documents\ordinances1121rayzor investments contract of sale ord.doc
ORDINANCE NO. 2� 12-294
AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY
MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT OF SALE (HEREIN SO
CALLED), AS ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT "A", BY
AND BETWEEN THE CITY OF DENTON (THE "CITY"), AND RAYZOR INVESTMENTS,
LTD. (THE "SELLER"), CONTEMPLATING THE SALE BY SELLER AND PURCHASE BY
CITY OF A 26.6002 ACRE TR.ACT OF LAND, MORE OR LESS, FOR THE PURCHASE
PRICE OF ONE MILLION AND NO/100 DOLLARS ($1,000,000.00), SAID REAL
PROPERTY BE1NG GENERALLY LOCATED 1N THE 3800 BLOCK OF ELM STREET,
SOUTH OF RINEY ROAD, AND NORTH OF NORTH LAKES PARK AND LOCATED IN
THE N. H. MEISENHEIMER SURVEY, ABSTRACT NUMBER 810, DENTON COUNTY,
TEXAS; AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE AND
DELIVER ANY AND ALL OTHER DOCUMENTS NECESSARY TO ACCOMPLISH
CLOSING OF THE TRANSACTIONS CONTEMPLATED BY THE CONTRACT OF SALE;
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN
EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or his designee, is hereby authorized to execute the
Contract of Sale, by and between the City of Denton, as buyer and Rayzor Investments, Ltd., as
seller, substantially in the form attached hereto and made a part hereof as Exhibit "A", with a
purchase price of $1,000,000.00, plus certain costs as prescribed in the Contract of Sale; and (ii)
any and all other documents necessary for closing the transaction contemplated by the Contract
of Sale, as more particulaxly described therein.
SECTION 2. The City Manager is hereby authorized to make expenditures as set forth
in the Contract of Sale.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the ���� day of (SG(� �l���i , 2012.
MARK A. BURROUGHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: �
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: /' vl
s:\legallour documentslcontracts1121rayzor offer to purchase contract of sale draft (dmm 10-1Q-12).doc
CONTRACT OF SALE
STATE OF TEXAS §
COUNTY OF DENTON §
�
's Contract of Sale (the "Contract") is made this i�� day of
�' , 2012, effective as of the date of execution hereof by Buyer , as
defined herein (the "Effective Date"), by and between Rayzor Investments, Ltd, a Texas
limited partnership (referred to herein as "Seller") and the City of Denton, Texas, a Home
Rule Municipal Corporation of Denton County, Texas {referred to herein as "Buyer").
RECITALS
WHEREAS, Seller owns that certain tract of land being more particula�rly
described on Exhibit ��A", attached hereto and made a part hereof for all purposes, being
located in Denton County, Texas (the "Land"); and
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to buy from Seller,
the Land, together with any and a11 rights or interests of Seller in and to adjacent streets,
alleys and rights of way and together with all and singular the irnprovements and fixtures
thereon and a!1 other rights and appurtenances to the Land (callectively, the "Property").
ARTICLE I
SALE OF PRQPERTY
For the consideration hereinafter set forth, and upan the terms, conditions and
provisions herein contained, and subject to the reservations herein, Seller agrees to sell
and convey to Buyer, and Buyer agrees to purchase from Seller, the Property.
The Seller has previously sold and conveyed to RIL Mineral Holdings, L.P.
("RILMH") all of Seller's right, title and interest in all minerals of every kind, including
oil, crude oil, natwral gas, casing-head gas, ottaer gas, other gaseous or liquid hydrocarbon
minerals or substances, condensate, coal, ores, sulpher and other minerals of every kind
and nature in and under and/or that may be produced from the Property pursuant ta that
certain Mineral Deed recorded as Document No. 2011-b7797 of the Official Recards of
Denton County, Texas ("Prior Mineral Conveyance") (and upon receipt of the Survey
discussed below and the final legal description of the Property prepared in connection
therewith, Seiler shall be pertnitted to execute and record a coniirmatory Mineral Deed in
form similar to and in furtherance of said existing Mineral Deed to RILMH but with the
final Iegal description of the Property attached thereto ("Confirmatory Mineral Deed")).
Nonetheless, to the extent Seller continues to hold as of Closing any such minerals in and
under and/or that may be produced from the Property, Seller, subject to the limiiation of
such resezvation made herein, sha11 reserve, for itself, its successors and assigns all oil,
gas and other minerals in, on and under and that may be produced from the Property
Page 1
("Mineral Reservation"). Seller, its successors and assigns shatl not have the right to use
or access the surface of the I'roperty, in any way, manner or form, in connection with or
related to the reserved oil; gas, and other minerals and/or related to exploration and/or
production of the oil, gas and other m�inerals reserved herein, including without
limiiation, use or access of the surface of the Property for the iocatian of any well or drill
sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas,
seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility
infrastructure, and/or for subjacent or lateral support for any surface facilities or well
bores, or any other infrastructure or improvement of any kind or type in connectian with
or related to the reserved oil, gas and other minerals, and/or related to the exploration or
prodttction of same. With respect to the Prior Mineral Conveyance, Seller also agrees to
cause RILMH to deliver a 5urface Waiver Agreement (as hereinafter defined) at Closing
waiving RILMH's rights to use the surface of the Property in the form attached hereto as
Exhibit "B".
As used herein, the term "surface of the Property" shall incIude the area from the
surface of the earth to a depth af five hundred feet (SQO') below the surface of the earth �
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ARTiCLE II
PURCHASE PRIC`E AND EARNEST MON�`K
2.01 Purchase Price. The Purchase Price to be paid to SeIler for the Property is the
sum of One Million Dollars and no/100 Dollars ($1,004,000.00} (the "Purchase Price").
2.a2 Earnest Moncy. Buyer shall deposit the sum of Twenty Five Thousand and
No/1Q0 Dollars ($25,�00.��), as Earnest Money (herein so caIled) with Republic Title of
Fort Worth, 550 Bailey Avenue, Suite 100, Fort Worth, TX 76107, Main No. 817-877-
1481, Fax No. (972) 516-255742d (with Joanna Cloud acting as escrow officer) {the
"Title Company"), as escrow agent, within s�ven (7) days of tlze Effective Date hereof.
All interest earned thereon shall become part of the Earnest Money and shall be applied
or disposed of in the same manner as the or�ginal Earnest Money deposit, as provided in
this Contract. If the purchase contemplated hereunder is consummated in accordance
with the terms and the provisions hereof, the Earnest Money, together with all interest
earned thereon, shall be applied to the Purcl�ase Price at C2osing. In all other events, the
Earnest Money, and the interest accrued thereon, shall be disposed of by the Title
Cornpany as provided in this Contract.
2.03 Independent Contract Consideration. Wzthin fourteen (14} calendar days after
the Effective Date, Buyex shall deliver to the Title Company, payable to and for the
benefit of Seller, a check in the amount of One Thousand and No/100 Dollars ($1,000.00}
(the "Independent Contract Consideration"), which amount the parties hereby
acknowledge and agree has been bargained for and agreed to as consideration for Seller's
execution and delivery af the Contract. The Independent Contract Consideration is in
addition to, and independent of any other consideration or payment provided in this
Contract, is non-refundable, and shall be retained by Sellex notwithstanding any other
Contract of Sale
Page 2
provision of this Contract.
ARTICLE III
TITLE AND SURVEY
3.01 Title Committnent.
(a) Within twe�ry (2U) calendar days after the Effective Date, Seller, at Seller's sole
cost and expense, shall cause to be furnished to Buyer a current Commitment �ox
Title Insurance (the "Title Commitment") for the Property, issued by Title
Company on Form T-7 as promulgated by the Texas Depa.rtment of Insurance in
accordance with the Texas Title Insurance Act and shall set forth the state of title
to the Property in accordance with the Texas Title Insurance Act. Any liens,
mortgages, security interests, encumbrances, pledges, assignments, claims,
charges, leases (surface, space, mineral, or otherwise), conditians, restrictions,
options, severed mineral or royalty interests, conditianal sales contracts, rights of
first refusal, restrictive covenartts, exceptions, easements (temporary or
permanent), rights-of-way, encraachments, or any other outstanding claims,
interests, estates or equities of any nature listed in the Tit1e Commitrnent are
referred to herein as an "Exception".
(b) Along with the Title Commitment, Seiler shall also cause to be delivered to
Buyer, at Seller's sole cost and expense, true and correct copies af all instruments
that create or evidence Exceptions (the "Exceptian Documents"), including those
described in the Title Commitment as exceptions to which the conveyance will be
subject and/or which are required to be released or cured at or prior to Closing.
3.02 Survey. Within thirty (30) calendar days after the Effective Date, Seller shall
cause to be prepared at Seller's expense, a current on the ground survey of the Property
{the "Survey"). The conten.ts of the Survey shall be prepared by Gerry Curtis and
Associates or another registered pezblic suxveyor or engineer selected by Seller and
reasonably acceptable to Purchaser and shall include a depiction of the location of all
roads, streets, easements and rights of way which are either visible on the ground or
iaentified in the Title Commitment, visible water courses, 100 year flood plain (by scaled
map location and graphic plotting only), fences and improvements and structures of any
kind and other matters provided in items 1-4, 6, 7a, S, 10 and 11 of Table A of the ALTA
Minim,um Standard Detail Requirements. The Survey shall describe the size of the
Property, in acres, and contain a metes and bounds description thereof. The Survey shall
be sufficient to pernut tkie Title Companq to amend the survey exception as required by
Section 3.05 below. The description of the Property as set forth in the Survey,�k� �'yLy �
B� ' ', shall be used to describe the Property in the deed to convey the Property
to Buyer and shall be the description set forth in the Title Policy.
3.02.A. Cantract Amendment. This Contract shall be amended, without action by
Buyer or Seller, to replace the description of the Property set forth in Exhibit "A", with
the description of the Property as described and depicted by the Survey, upon the
Contract of Sale
Page 3
Survey's prepazation as prescribed herein.
3.03 Review of Title Commitment, Survey and Excep#ion Documents. Buyer shall
have a period of ffteen (15) calendar days (the "Title Review Period") commencing with
the day Buyex receives the last of the Title Commitment, the Survey, and the Exception
Documen#s, in which to give written notice to Seller, specifying Buyer's objections to
one ox more of the items ("Qbjectians"), if any. All items set forth in the Schedule C of
the Title Commitment which are applicable to Seller, and all other items set forth in the
Title Commitment which are shawn as being required by the Title Company to be
released oz otherwise satisfied at or prior to Ctosing, shall be deemed to be Objections
without an�y action by Buyer.
3.04 Seller's Obiigation to Cure; Buyer's Right to Terminate. The Seller shall
have no obligation to cure any.Objections whatsoever, except for any Post-Contract
Exceptions (as hereinafter defined). The Seller shall have twenty (20) calendar days after
Seller is provided notice of Objections ("Cure Period") to satisfy any of the Objections if
Seller desires to satisfy said Objections. If Seller does nat cure all Objections during the
Cure Period, then Seller shall be deemed to have sent notice to Buyer on the date of
expiratian of the Cure Period that Seller will not cure any Objections which have not
ac#ually been cured as of the expiration of the Cure Period. Notwithstanding the
foregoing, Seller s�ali, in any event, be obligated to cure by the Closing Da#e those
Objections for any encumbrances that have been voluntarily placed on or against the
Property by Seller after the Effective Date {"Post-Contract Exceptions"). The term
"Fermitted Exceptions" as used hexein shall mean (i) the Roll-Back Taxes (as hereinafter
defined}, (ii) the Prior Mineral Conveyance and the Mineral Reservation, (iii) easements,
restrictions, claims, rights of way, encroachments or other encumbrances or other matters
whatsaever affecting the Property as shown in the Titxe Commitment or Survey, but
excluding those matters that are Post-Contract Exceptions and excluding any matters
which were subject to Objections and which Seller ac#ually cures prior to the expiration
of the Cure Period (all af such matters described in this clause (iii) being referred to as
the "Listed Exceptions"), (iv) all municipal or othex governmental zoning laws,
regulations and ordinances, if ariy, affecting the herein-described Property and (v) any
othex rnatters affecting the Property which are of public record or wouId be disclosed by a
physical inspection of the Property and/ox an accurate survey of the Property. The Listed
Exceptions shall be specificatly listed and attached to the Deed as Exhibit "B" thereto.
Nothing contained herein shall be construed to limit the rights of Buyer set forth in
Section 4.01, beIow. Other than SeIier's obligation to cure alI Objections to Post-
Contract Exceptions, if Seiler does not actually cure all Objections, whether or not the
subject of such Objection is defned herein as a"Permitted Exception", on or before the
expiration of the Cure Period, then Buyer shall have the option to chose one of the
following as its sole and exclusive remedy:
(a} waive the unsatisfied Objections by, and only by, notice af such waiver in writing
to Seller ("Waiver Notice") prior ta the earlier of date which is twenty (20}
calendar days after the expiration of the Cure Period or the Closing Date ("Waiver
Period"), in which event the exceptions for which the Objections were znade shall
Coniract of Sale
Page 4
become Permitted Exceptions, or
{b) terminating this Contract by notice in writing to SeIler {"Termination Notice"}
prior to the expiration of the Waiver Period, whereupon the Ear�nest Money shall
be returned to Buyer and Seller and Buyer shall have no further abligations, one
to the other, with respect to the subject matter af this Contract, other than the
Surviving Qbligations (as hereinafter defined),
In the event Buyer does not send the Waiver Notice on or before the expiration of the
Waiver Period, Buyer shall be deemed to have elected option (b) above and shall be
deezned to have timely sent the Tertnination Notice even though no actual natice af
election has been sent.
3.�5 Title Policy. At Closing, Seller, at Seller's sole cost and expense, shall cause a
standard Texas Owner's Policy of Title Insurance ("Title Policy") to be furnished to
Buyer. The Title Policy shall be issued by the Title Company, in the amount of the
Purchase Price and insuring that Buyer has indefeasible fee simple tiile to the �xoperty,
subject only to the Permitted Exceptions. The Title Policy may contain only the
Permitted Exceptions which shall not include Permitted Exceptions for which objections
have been made unless waived by Buyer pursuant to Section 3.04, above and shail
contain no other exceptions to title, with the standard printed or common exceptions
amended or deleted as follows:
(a) survey exception must be amended if required by Buyer to read "shortages in
area" only (although Schedule C flf the Title Commitment may condition
amendment on the presentation of an acceptable survey and payment, to be borne
solely by Buyer, of any required additional premium);
(b) no exception will be permitted for "visible arid apparent easements" or words to
that effect (althougl� reference may be made to any specific easement or use
shown on the Survey, if a Pertnitted Exception);
(c) na exception will be permitted for "rights of parties in possession", except for
tenants, as tenants only, in possession of the Property under Leases, and subject to all
Permitted Exceptions;
(d) no liens created by Seller will be shown on Schedule B.
Notwithstanding the enumeration of the following exceptions, amendments and/or
deletions, Buyer may object to any Exception it deems material, in its sole discretion, but
SeIler has no obligation to cure any Objections.
ARTICLE IV
FEASIBILITY REVIEW PERIOD
4.01 Review Periad. Any term or provision of this Contract notwithstanding, the
Contract of Sale
Page 5
obligations of Buyer specified in this Contract are wholly conditioned on Buyer's having
determined, in Buyer's sole and absolute discretion, that the Property is suitable for
Buyer's purposes, during the period commencing with the Effective Date of this Contract
and ending sixty {60} calendar days thereafter (the "Absolute Review Period"), based on
such tests, examinations, studies, investigations and inspections of the Property as
described herein. Buyer shall have the right to enter upon the Property during normal
business hours (and subject to advance notice as required below) for inspections,
surveying, engineering and other reasonable testing and inspection purposes ("Tests");
provided, however, unless Buyer obtains the prior written approval o� the Seller (which
approval may be withheld in Seller's sole and absolute discretion so long as Se11er is
acting in good faith), all such inspections shall be limited to non-intrusive inspections and
studies (such as non-intrusive "Pl�ase I Level" type tests with respect to environmental
matters) which do not involve borings or any sampling of any material oz' rnedia,
including soil, surface water, or ground water. The Buyer shail not be permitted to
conduct intrusive "Phase II Level" environmental or other intrusive testing or any borings
or sampling of any material or media, including soil, surface w�ter, or ground water,
unless the Seller, in it's sole discretion acting in good faith, has appxoved in writing such
testing and sampling, the specific scope o� work therefore and the consuitant or gersons
performing such work; provided, however, the Buyer may conduct routine soil borings on
the Property for the purpose of evaluating soil stability and characteristics for typical
construction industry purpases related to it's intended use af the Property ("Routine Soil
Barings") without obtaining the Seller's prior approval. All Routine Soil Borings shall
be conducted in a commercially reasonable manner in accordaiace with generally
accepted construction industry standards, and upon completion of all such Routine Soil
Borings, the Buyer shall restore the affected portion of the Property to substantially the
same conditian as existed prior to such Routine Soil Bori.ngs. Any and alI activities
cor►ducted by Buyer shall be in accordance with applicable laws. Any entry upon the
Property is referred to hexein as an "Entry". All such activities shall be conducted in such
a fashion so as to minimize interference with the use of the portian of the Property being
inspected. The Buyer shall promptly repair any damage to the affected portion of the
Property as a result of such Tests and restore same to ats condition which existed prior to
such Tests. If Buyer determines, in its sole judgment, that the Property is not suitable, for
any reason, for Buyer's intended use or purpose, the Buyer may terminate this Contract
by written notice to the Seller, as soon as reasonably practicable, but in any event prior to
the expiration of the Absolute Review Period, in which case the Earnest Money will be
retarned to Buyer, and neither Buyer nor Seller shall have any further duties or
obligations hereunder. In the event Buyer elects to terminate this Contract pursuant to
the terms of this Article IV, Section 4.U1, Buyer will provide to Seller copies of (i} any
and all non-confidential and non-privileged reports and studies obta�ned by Buyer during
the Absalute Review Period; and (ii) the Survey (such obligations, together with repair
obligations under this Section are collectively referred to herein as the "Surviving
Obligations").
4.02. Natice of Entry. Prior to any Entry upon the Property to be inspected for any
purpose permitted herein, the Buyer shall give prior notice to and shall coordinate such
access as fo1lows: Mr. Philip Baker (telephone 940/387-871 i, telecopy 940/S6G-1591,
Contract of Sale
Page 6
The Rayzor Company, 400 West Qak Street, Suite 200, Denton, Texas 76201) who will
act as Seller's agent with respect thereto. Such notice shaIl be given at least 24 hours
prior to the proposed Entry and shall incl�de the names of the individuals who will be
entering the Property and the name of such individual's firm or company, the purpose of
the inspection and specific activities which will be conducted by such individuals on such
Property, the times during which such Entry shall occur and such other inforrnation as
may be reasanably requested by Mr. Baker. The inspecting party shall fully cooperate
with and follow any reasonable additional requirements or instructions given by Mr.
Baker with respect to such Entry.
4.03. Insurance. Any consultant or contractor of the Buyer desiring to enter the
Property to be inspected for any Tests shall only epter such Property after submitting to
the Seller, certificates of insurance evidencing Cammercial General Liability Insurance
coverage in commercially reasonable amounts covering such consultant's or contractor's
operations on the Property to be inspected, with the Seller included as an additional
insured theree�nder and stating that such insurance is primary as regards any other
insurance maintained by the Seller.
ARTICLE IV.A.
AS-IS SALE
4.O1,A. AS-IS Sale. Buyer expressly ac�cnowledges that the Properiy is being sold,
conveyed, granted and accepted AS-IS, WHERE-IS WITH ALL FAULTS, and, except
as expressly set forth in Article V, below, Seller makes no representations or warranties,
express or implied, with respect to the physical condition or any other �spect of the
Property, including without limi.tation: (i) the structural integrity of improvements on
such properties, if any; (ii) the manner, construction, condition and state of repair or lack
of repair of any impravements on such praperties; (iii} the conformity of any
improvements to any plans ar specificatians for such properties, including but not limited
to any plans and specifications that may have been or which may be provided to Buyer;
(iv} the conformity of such properties to past, current or future applicable zoning or
building code requirements or such properties' compliance with any other laws; (v) the
financial earning capacity or history or expense history of the operation of such
properties; (vi) the existence of soil instability, past soil repairs, soil additions or
conditions of soil fill, such properties' susceptibiIity to landslides, sufficxency of
undershoring ar sufficiency of drainage tq from or across such properties; (vii) whether
such properties are located wholly or partially in a flood plain or a flood hazard baundary
or similar axea or within any area that may be considered wetlands or jurisdictional
waters of the United States; (viii) the existence or non-existence of underground or above
ground starage tanks, asbestos, hazardous waste or other toxic or Hazardous Materials (as
hereinafter defined) of any kind or any ather environmental condition or whether such
properties are i�n compliance with applicable laws; {ix) such properties' investment
potential or resaIe at any future date, at a profit or otherwise; (x} any tax consequences of
owziership of such properties, except as provxded in Section 7.03, below; or (xi) any other
matter whatsoever affecting the stability, integrity, other condition or status of the
Froperty {collectively, the "Property Conditions"). EXCEPT AS PROVIDED IN
Contract of Sata
Page 7
ARTICLE V, BELOW, BUYER IiEREBY UNCONDITIO]vALLY AND
IRREVOCABLY WAIVES ANY AND ALL ACTUAL �R POTENTIAL RIGHTS
IT MIGHT HAVE REGARDING ANY FQRM OF WARRANTY, EXPRESS OR
TMPLIED QR ARISING BY OPERAT�ON OF LAW, INCLUDiNG, BUT IN N�
WAY LIMITED TO, ANY WARRANTY OF QUANTI�Y, QUALITY,
CONDITI�N, HABITABILITY, MERCHANTABILITY, SUITABILITY OR
�'ITNESS FOR A PARTICULAR PURPOSE RELA�'ED TO THE PROPERTY,
ANY IMPROVEMENTS THEREt�N OR THE PROPERTY CONDITIONS, SUCH
WAIVER BEiNG ABSOLUTE, COMPLETE, TOTAL ATVD UNLIMITED IN ANY
WAY. The above disclaimer and waiver fully applies to all Rayzor Parties (as
hereinafter defined) that are predecessors in title to Seller, but does not apply to other
predecessors in title who are not Rayzor Parties. As used herein the "Rayzor Farties"
shall mean Seller, Jesse Newton Rayzor and/or Eugenia Porter Rayzor and any
predecessor in title to Seller that was a spouse, descendant or ather relativ� of Jesse
Newton Rayzar andlor Eugenia Porter Rayzor.
4.02.A. Information Disclaimer. Any and all information related to the Prope�ty
pravided to Buyer by Seller (without implying any obligation to deliver such information,
however) ("Information"), shall be delivered as an accommodation to the Buyer only,
without any representation or warranty as to the completeness or accuracy of the data or
other inforn�:ation contained therein, and all such Information is fiu�rtished to the Buyer
solely as a courtesy, and Se11er has not verified the accuracy of any statements or other
information therein contained, the method used to compile such Infortnation nor the
qualifications of the persons preparing such Information. The Information is provided on
an AS-IS, WHERE-IS BASIS, AND BUYER EXPRESSLY ACKNOWLEDGES
THAT, �N CONSIDERATION QF THE AGREEMENTS HEREIN, EXCEPT AS
EXPRESSLY PROVIDED IN ARTICLE V, BELOW, SELLER MAKES NO
REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION
OF LAW, INCLUDING, BUT IN NQ WAY LIMITED TO, ANY WARI2ANTY OF
QUANTITY, QUALITY, COND�TION, MERCHANTABILITY, 5UITABILITY
OR FYTNESS FOR A PARTICULAR PURPOSE AS TO THE INF�RMATION.
4.03.,A. Waiver of Compliance with Requirements. Buyer expressly acknawledges
that it is not relying on (and hereby disclairns and renounces) any representations or
warranties made by or on behalf of the Seller of any kind or nature whatsoever, except as
expressly provided in Articie V, below. Buyer acknowledges that the Property may not
be in compIiance with all iaws that may appIy to such Property or auy part thereof and
the continued ownership, maintenance, management and repair of such properties
("Requirements"). Buyer shall be solely respansible for any and all Requirements.
4.04.A. Parties Relying on Own Inspections. Buyer is relying on its own due diligence
investigation of the Property to ascertain its condition. Buyer and Seller represent and
warrant to the other that: they are (i) represented by Iegal counsel in cozvnection with the
sale contemplated by this Contract; (ii) each, with its counsel, has fully reviewed the
disclaimers and waivers and agreements set forth in this Contract and unders#ands their
significance and effect; (iii) each is knowledgeable and experienced in the purchase,
Contract of Sale
Page 8
operation, ownershig, refurbishing and sale of commercial real estate, and is fully able to
evaluate the merits and risks of this transaction; and (iv) each is not in a significaratly
disparate bargaining position.
4.05.A. Survival. Notwithstanding anything herein to the contrary, all of the terms and
provisions of Sections 4.01.A. — 4.04.A. shall swrvive the Closing.
ARTICLE V
REPRESENTA,TI�NS, WARRANTIES, C�VENANTS AND
AGREEMENTS
5.01 Representations and Warranties of Seller. To induce Buyer to enter into this
Contract and consumrnate the sale and purchase of the Property in accordance with the
terms and provisions herewith, Seller represents and warrants to Buyer as of t1�te Effective
Date and as of the Closing Date, except where speci£c reference is made to another date,
that:
(a) 'There are no adverse or other parties in possession of the Property or any part
thereof, and no party has been granted any license, lease or other right related to
the use or possession of the Property, or any part thereof, except those described
in the Leases, as defned in Article V, Section 5.02(a).
{b) To Seller's knowledge, Seller has good and indefeasible fee simple title to the
Property, subject only to the Permitted Exceptions.
(c) The Seller has not received notice of, and has no other knowledge or information
of, any pending or threatened judicial or administrative action, or any action
pending or threatened by adjacent landowners or other pexsons against or
affecting the Property.
(d) Seller has not intentionalIy failed to disclose to Buyer any facts and circumstances
known by Seller and relating to the physical condition of the Property which
Seller knows or should reasonably icnow woald materially and adversely affect
the Property and operation or intended operation thereof so as to affect Buyer's
decision to acquire the Property.
(e) Subject ta the Roll-Back Taxes, Seller has paid all real estate and personal
property taxes, assessments, excises, and levies that are presently due, if any,
which are against or are related to the Property, or will be due as of the Closing,
and the Property will be subject to no such liens.
(#� Seller has not contracted or entered into any agreement with any real estate
broker, agent, finder, or any other party in connection witn this firansaction ar
taken any action which would result in any real estate broker comtnissions or
fnder's fee or other fees payable to any ott�er party with respect to the
transact�ons contemplated by this Contract.
Contract of Sale
Page 9
(g) To Seller's actual knowledge, without independent investigation, there are no
Hazardous Materials {as hereinafter defined) which axe or have been used,
manufactured, placed or stored on the Property, As used above, the term
"Hazardous Materials" means any znaterial or substance which is (i) deflned as a
"hazardous waste," "extremely hazardous waste," "restricted hazardous waste,"
"hazardous material," "hazardous substance," or any similar formation under or
pursuant to any state or federal statute or common law rule, (ii) designated as a
"hazardous waste" pursuant to Section 311 of the Clean Water Act, 33 U.S.C.
§1251 et seq. (33 U.S.C. §1321) or listed pursuant to Section 307 of the Clean
Water Act (33 U.S.C. §1317), (iii) defined as a"hazaxdous waste" pursuant to
Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6941 et
seq. (42 U.S.C. �6943) or (iv} defined as a"hazardous substance" pursuant to
Section 101 of the Comprehensive EnvirontnentaI Response Compensation and
Liability Act, 42 U.S.C. §9601 et seq. (42 U.S.C. §9601); provided, however,
"Hazardous Materials" shall not, for purposes af this representation, include
gasaline, diesel fuel or other petroleum products routinely used in connection with
farm and ranch operations, nor shall such term include any pesticides, herbicides,
cattle dipp�iug soIutions and other substances which are now or ever have been
customarily used in conttection wi,th farm and ranch operations {and such
exclusion from such term shall incIude items which were historically used in the
farm and ranching indus#ry for such purposes but which may now be banned or
oth.erwise not so used). Seller hereby informs Buyer that it has not conducted an
independent investigation in connection with the above representation and that
Seller has limited knowledge as to such matters and advises Buyer to conduct
independent investigations with respect to such matters as Buyer may deem
necessary or desirable to fully satisfy itself with respect to the environmental
condition of the Property, it being tu�derstood that the above repxesentation is
limited in nature and is onIy to Seiler's acival knowledge, and does not give a
complete understanding of the environmental co�ndition of the Property.
(h) The Seller is not a"foreign person" as defined in Section 1445 of the Internal
Revenue Code of 1986, as amended.
S.O1.A Representations and Warranty of Buyer and Seller. Buyer and Seller
represent and warrant to each other that they have the power to execute, deliver and
perform under #his Contract, have taken alI actions necessary to authorize the execution,
delivery and performance of this Contract and that the parties executing this Contract and
the conveyance documents exhibited hereto for and ont behalf of Buyer and Seller have
been duly authorized hy Buyer and Seller to act in such capacity.
5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer
as follows:
(a) Unless stated otherwise, within ten (10) days after the Effective Date, SelIer, at
Seller's sole cost and expense, shall deliver to Buyer, with respect to the Property,
Contract of Sale
Page 10
true, correct, and complete copies of the following;
(i) All lease agreements and/or occupancy agreements and/or licenses of any
kind or nature (if oral, Seller shall provide to Buyer in writing all material
terms thereo� relating to the possession of the Property, or any part
thereof, including any and all modifications, supplements, and
amendments thereto (the "Leases"}.
(ii} A�1 environmental audits, soiI tests and engineering and feasibility reports,
including any and all modifications, supplements and amendments thereto,
with respect to the Property that Seller possesses (although Seller hereby
notifies Purchaser that Seller has:none of the forgoing).
(b) From the Effective Date until the date of Closi�g or eatlier termination of this
Contract, Seller shall:
(i) Not enter into any written or oral contract, lease, easement or right of way
agreement, conveyance or any other agreement of any kind witl� respeet
to, ox �ffecting, the Property #hat will not be futly performed on or before
the Closing or would be binding on Buyer or the Properiy after the date of
Closing.
(ii) Advise the Buyer promptly of any litigation, arbitration, or administr�tive
hearing concerning or affecting the Property of which Seller becomes
aware.
(iii) Not take, or om�it to take, any actxon that would resuit in a violation of the
representations, warranties, covenants, and agreements of Seller.
{iv} Not sell, assign, iease or convey any right, title or interest whatsoever in or
to the Property, or create any lien, encumbrance, or charge thereon,
{c) Seller shall indemnify and hold Buyer harmless, to the extent permitted by law,
from a�l loss, liability, and expense, including, without limitation, reasonable
attorneys' fees, arising or incurred as a resu]t of any liens or claims resulting frorn
labor or materials furnished to the Property under any written or aral contracts
arising or entered into by Seller prior to Closing.
5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in
this Contract, the representations, warrandes, covenants and agreements of Seller
contained in this Contract shalt survive the Closing for a period of six months after the
Closing Date, and shall nat, in any circumstance, be merged with the Special Warranty
Deed, as described in Article VII, Section 7.02{a}.
Contract of 5ale
Page 11
ARTICLE VI
CONDITIONS PRECEDENT TO PERFORMANCE
6.01 Performance of Seller's Obligations. Buyer is not obligated to perform under
this Contract unless, within the designated time periods, at Seller's sole cost and expense
(except as herein expressly provided to the contrary), all of the following shall have
occurred: Seller has performed, furnished, or caused to be furnished to Buyer all items
required to be so performed or furnished under other sections of this Contract. In
addition Buyer is not obligated to perform under this Contract if Buyer timely exercises
any right to tertninate this Contract as may be expressly provided herein.
6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements.
Buyer is not obligated to perform under this Contract unless all representations,
warranties, covenants and agreements of Seller contained in this Contract are true and
correct or have been performed, as applicable, as of the Closing Date, except where
specific reference is made to another date.
6.03 Adverse Change. Buyer is not obligated to perform under this Contract, if on the
date of Closing, any portion of the Property has been condemned, or is the subject of
condemnation, eminent domain, or other material proceeding, or the Property, or any part
thereof, has been materially or adversely impaired in any manner (other than as a result of
the actions of Buyer).
6.04 Review Period. Buyer is not obligated to perform under this Contract if Buyer
delivers notice to Seller pursuant to Article IV, Section 4.01 that Buyer has determined
that the Property is unsuitable to or for Suyer's purposes.
6.05 Buy..er.'s _ Right to Waive Conditions Precedent, _,. Notwiths.tanding anything
contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive
any of the conditions precedent to the performance of Buyer's obligations under this
Contract by giving to the Seller, at any time prior to Closing, a written waiver specifying
the waived condition precedent.
6.06 Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any
of the express conditions precedent to the performance of Buyer's obligations under this
Contract have not been satisfied by Seller or waived by the Buyer so as to enable Buyer
to terminate this Contract pursuant to an express right of termination hereunder, the
Buyer may, by giving timely written notice to Seller within the applicable time periods
provided herein, terminate this Contract. On Buyer's termination as aforsaid, the Earnest
Money shall be immediately returned to Buyer by the Title Company. The Seller shall,
on written request from Buyer, promptly issue the instructions necessary to instruct the
Title Company to return to Buyer the Earnest Money, arid, thereafter, except as otherwise
provided in this Contract, Buyer and Seller shall have no further obligations under this
Contract, one to the other.
Contract of Sale
Page 12
ARTICLE VII
CLOSING
7.01 Date and Place of Closing. The Closing (herein so called) shall take place in the
offices of the Title Company and s�all be accomplished through an escrow to be
established with the Title Company, as escrowee. The Closing Date (herein sornetimes
called}, shall be the earlier of (i) five (5) business days after the expiration of the
Absolute Review Period or (ii) December 21, 2012, unless otherwise mutually agreed
upon by Buyer and Seller.
7.02 Items to be Delivered at the Closing.
(a) Seller. At the Closing, Seller shall deliver or cause to be delxvered to Bnyer or
the Title Company, at the expense of the party designated herein, the following
items;
(i) The Title Policy, in the form specified in Article III, Section 3.05;
(ii) The Special Warranty Deed, substantially in the form as attached hereto as
Exhibit "B", subject Qnly to the Permitted Exceptions, if any, duly
executed by Seller and acknowledged;
(iii) The Surface Waiver Agreement, executed by RILMH and acknowledged;
(iv) Other items reasonably requested by the Title Company as aciministrative
requirements for consummating the Closing.
(b) Buver• At the Closing, Buyer shall deliver to Seller or the Title Company, the
following items:
{i) The sum required by Article II, Section 2.O1, less the Earnest Money and
interest eamed thereon, in the form of a check or cashier's check ar other
irnmediately available funds (and subject to adjustments and aliocation of
ciosing costs as provided herein);
(ii) Other itecns reasonably requested by the Title Company as administrative
requirements for consummating the Closing. �
7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in
tYiis Contract and without limiting the general application of the provisions of Section
5.43, above, � the provisions of this Article VII, Sectian 7.03 shall survive the Closing.
The follawing item shall be adjusted or prorated between Seller and Buyer with respect to
the Froperty:
(a) General Proration. Ad valorem and similar taxes and assessments
(the "Taxes") relating to the Property far the year in which the Closing occurs
Con�act of Sale
Page 13
shall be prorated between Seller and Buyer as of the Closing Date, in accardance
with Section 26.11 of the Texas Taac Code. In this regard the Title Company shall
have each taxing unit certify the Seller's prorated tax liability for the year of
closing which amounts will be paid by Se11er out of the proceeds of the sale.
(b) Roll-Back Taxes. The Seller stipulates that, for purposes of assessing
Taxes against the Property for prior years, the applicable central appraisal distric#
has applied agricultural, open-space or other special use valuation methods
("Special Use Va[uation"} to anrive at the taxable vaIue of the I'roperry as
pernutted under the Texas Tax Code, and accordingly a change in Iand usage of
the Froperty may resutt in ari additional #ax (in addition to Taxes for the year in
which tha Roll-Back Event, as hereinafter defined, accurs) being assessed against
the Property (any such additional ta�ces, together with interest thereon, being
referred to herein as "RoII-Back Taxes"). To the extent any Roll-Back Taxes
exist, Seller shall not be responsible for same.
7.04 Possessioz� at Closing. Possession of the Property shall ba delivered to Buyer at
Closing, subject to rights under the Leases and Permitted Exceptions.
7.D5 Costs of Closing. Each party is responsible for paying the legal fees of its
counseI, in negotiating, preparing, and closing the transaction contemplated by this
Contract. Seller is responsible for paying fees, costs and expenses identified herein as
being the responsibility of Seller. Buyer is responsible for paying fees, casts and
expenses identifted herein as being the responsibility of Buyer. If the responsibility for
such costs or expenses associated with closing the transaction contemplated by this
Contract are not identified herein, such costs or expenses shall be allocated betweez� the
parties in the customary manner for closings of real property similar to the Property in
Denton County, Texas
ARTICLE VIII
DEFAULTS AND REMEDIES
8.01 Seller's Defaults and Buyer's Remedies.
(a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any
one or more ofthe following events:
(i) Any of Seller's warranties or representations contained in this Contract are
untrue on the Closing Date; or
{ii) Seller fails to meet, camply with or perform any covenant, agreement,
condition precedent or obligation on Seller's part required within the time
limits and in the manner reqe�ired in this Contract; or
{iii} Seller fails to deliver at Closing, the items specified in Article VII,
Section 7.02(a) of this Contract far any reason other than a default by
Contract of Sale
Page 14
Buyer or termination of this Contract by $uyer pursuant to the terms
hereof prior to Closing.
(b} Buyer's Remedies. If Seller is in default under this Contract, Buyer as Buyer's
sole and exclusive remedies for the default, may, at Buyer's sole option, do any of
the followin�;
(i) Terminate this Contract by wz�itten notice delivered #o Seller in which
event the Buyer shall be entitled to a return of the Earn.est Money, and
SelIer shall, promptly on written request frorrx Buyer, execuie and deliver
any documents necessary to cause tha Title Company to return to Buyer
the Earnest Money;
(ii} Enforce specific performance ofthis Contract against Seller.
8.02 Buyer's Defaalt and Seiler's Remedies.
(a) Buyer's Default. Buyer is in default under this Contract on the occurrence of any
one or more of the following events:
(i) Any of Buyer's wananties or representations contained in this Contract
are untrue on the Closing Date; or
(ii} Buyer fails to deliver at Closing, the items specified in Article VII,
Section 7.02(b) of this Contract for any reason other than a default by
Seller or termination of this Contract by Buyer pursuant to the terms
hereof prior to Closing.
(6) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's
sole and exclusive remedies for the default, may, at Seller's sole option, do either
one of the followxng:
(i) Terminate this Contract by written notice delivered to Buyer in which
event the Seller sha11 be entitled to a retizrn of the Earnest Money, and
Buyer shall, promptly on written request from Seller, execute and deliver
any documents necessary to cause the Title Company to return to Seller
the Earnest Money; or
(ii) Enforce specific performance of this Contract against Buyer.
ARTICLE IX
MISCELLANEDUS
9.01 Notice. AIl notices, demands, requests, and other communicatians required
hereunder shall be in writing, delivered, unless expressly provided otherwise in this
Contract of Sale
Page l5
Contract, by telephonic facsimile, by hand delivery or by United States Mail, and shall
be deemed to be delivered and received, upon the earlier to occur of (a) the date provided
if provided by telephonic facsimile or hand d�livery, and (b) the date of the deposit of, in
a regularly maintained receptacle for the United States Mail, registered or certified, return
receipt requested, postage prepaid, addressed as follows:
SELLER:
Rayzor Tnvestments, Ltd.
c/o The Rayzor Company
404 W. Oak, Suite 200
Denton, Texas 76201
Attn; Philip A. Baker, Vice President
Phone: (940) 387-8711
Fax: (940} 566-1591
Emai1: ' ' @Rayzorcompany.co�
��'' �yI1�
ith Copies to:
David Mellina
Mellina & Larson, P.C.
1128 Faixmount Avenue
Fort WQrth, Texas 7d104
i'hone: (81'l) 335-1200
�'ax: (817) 335-1221
Dmellina@mellinalarson.com
BUYER:
City of Denton
Attn: Paul Williamson
Real Estate and Capital SuppQrt
901-A Texas Street
Denton, Texas 76209
Telecopy: (940) 349-8951
With Copies to:
Richard Casner, Deputy City Attorney
City Attorney's Office
215 E. McKinney
Denton, Texas 7b201
Telecopy; (94Q} 3 82-7923
9.02 Governing Law and Venue. This Contract is being executed and delivered and
is intended to be performed in the State of Texas, the laws of Texas governing the
Contract of 5ale
Page 16
validity, construction, enforcement and interpretation af this Contract. THIS
C�NTRACT IS PERFORMABLE IN, AND THE EXCLUSIVE VENUE FOR ANY
ACTION BROUGHT WITH RESPECT HERETO, SHALL LIE 1N DENT4N
COUNTY, TEXAS.
9.03 Entirety and Amendments. This Contx'act embodies the entire agreement
between the parties and supersedes all prior agre�ments and understatadings, if any,
related to the Property, and may be amended or supplemented only in writing executed
by the p�rty against whom enforcement is sought.
9.04 Parties Bound. This Contract is binding upon and inures to the bene�t of Seller
and Buyer, and their respective successors and assigns.
9.OS Risk of Loss. If any damage or destruction to the Property shall occur prior to
Closing, or if any condemnation or any eminent dorzaain proceedings are threatened or
initiated by an entity or party other than the Buyer that might result in the taking of any
portion of the Property, Buyer may, at Buyer's aption, da any of the following:
(a) Tezminate this Cantract and withdraw from this transaction without cost,
obligation or liability, in which case the Earnest Money shall be immediately
returned to Buyer; or
(b) Consummate this Contract, in
shall be entitled to receive ar
eminent domain proceedings.
which case Buyer, with respect #o the Property,
� proceeds paid for the Property related to the
Buyer sha11 have until the earlier of (i) the scheduled Closing Date or (ii) ten (10}
days after receipt of written notiiication fram Seller of the casualty and pending
condemnation in which to make Buyet's election. In the event the Closing occurs
prior to iinal settlement, then the Closing shall take place as provided in Ax-ticle
VII, above, and there shall be assigned by Seller to Buyer at Closing all intexests
of Seller in and to any and all condemnation awards which may be payable to
Seller on �ccount of such event.
9.06 Further Assurances. In addition to the acts and deeds recited in this Contract
and contemplated to be performed, executed and/or delivered by Seller and Buyer, Seller
and Buyer agree to perform, execute andJor deliver, or cause to be performed, executed
and/or delivered at the Closing or after the Closing, any further deeds, acts, and
assurances as are reasonably necessary to consummate the transactions contemplated
hereby, but in no event shall either party be requxred to execute any document or take any
action which would change the essential economic terms hereof or expose either.party to
any liability or risk or affect any property interests other than as expressly contemplated
herein. Notwithstanding anyt.hing to the contrary contained in this Contract and without
limiting the general application of the provisions of Sec#ion 5.03, ahove, the provisions
of this Articie IX, Section 9Ab shali survive Closing.
Contract of Sale
Page l7
9.07 Time is of the Essence. It is expressly agreed between Buyer and Seller that time
is of the essence with respect to this Cantract.
9.08 Exhibits. Tl�e Exhibits which are referenced in, and attached to this Contract, are
incorporated zn and made a part of, this Contract for alI purposes.
9.U9 Delegation of Authority. Authority to take any actions that are to be, or may be,
taken by Buyer under this Cantract, including without limitation, extending Seller's ti#le
related cure period, as provided in Section 3.04, above, and/or adjusting the Closing Date,
as provided in Section 7.01, above, are hereby delegated by Buyer, pursuant to action by
the City Council of Denton, Texas, #o Director of Parks & Recreation of Buyer, or his
designee.
9.10 Cantract Exeeution. This Contract of Sale may be exeeuted in any number of
counterparts, all of which taken together shall constitute one and the same agreement, and
any of the parties hereto may execute this Agreement by signing any such counterp�rt,
9.11 Business Days. If the day of performance of any act required in this Contract falls
on a Saturday, Sunday or legal holiday, the day for such performance shall be the next
foliowing reguiar business day.
9.12 Expiration of Offer. The execution of this Contract by Seller in triplicate
counterpart constitutes an offer to se11 the Property to Buyer upon the terms and
canditions set forth in t�is Contract. Unless by 5:00 p.m., on October 19, 2012, this
Contract is accepted by Buyer by its executian of three counterparts hereof witk� delivery
thereof to the Title Company, the offer of Seller shall be automatically revoked and
terminated. If this Coniract is not va�d by operation of the above clause, the date on
which the Title Company receives counterparts of this Agreement fully executed by
Seller and Purchaser shall be t�e "Effective Date" of this Agreement. Title Company
shall insert the Effective Date where indicated on th� Title Company's acknowledgement
page below and shall then distribute fully executed counterparts to each party.
Date.
IN WITNESS WHEREOF, this Agxeement is hereby executed as of the Effective
[The Balance aiThis Page Has Been Intentionally Left Blank— Signature Pages Follow]
Contract of Sale
Page 18
SELLER SIGNATURE PAGE
SELLER:
RAYZOR INVESTMENTS, LTD, a Texas limited
partnership
By: The Rayzor Company, a Texas corporation,
its general partner
B �� ����-
Y•
Philip , aker, Vice President
�
Executed by Seller on the �� day of �G _ 2012.
Contract of Sale
Page 19
BUYER SfGNATURE PAGE
BUYER:
CITY OF DENTON, a Texas municipal corporation
By: MI(J�J /I' lW `w �1
GEORGE C. �CAMPBELL CITY MANAGER
d�C�lt�fn Cd �1G�vla,�Cr � Il� � l Z
J
Executed by Buyer on the � day of 2p12,
� ATTEST:
I� JENNI�'ER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FQRM:
ANITA BURGESS, CITY ATTQRNEY
RECEIPT OF AGREEMENT BY TITLE COMPANY
By its execution below, Title Company acknowledges receipt of an executed copy
of this Contract. Title Company agrees to comply witii, and be bound by, the t�rms and
provisions of this Contract and to perform its duties pursuant to the provisions of this
Contract and comply with, Section 6045{e) o� the Internal Revettue Code of 1986, as
amended from time to #ime, and as further set forth in any regulations or forms
promulgated thereunder. The Effective Date of the Contract per the terms thereof is
TITLE COMPANY:
REPUBLIC TITLE OF TEXAS, INC.
I�
Printed Name:
Title:
Contract recei�t date: , 2� 12
Contract of Sale
Page 21
ExHiBirA
PAGE 1; OF 2
��R�IL4.�t.S��.QC�.�i� �RV&YED
,
51TUA►'fED In the Crty of Qenton, per�ton Caunfy, �Texas, being a pprtion ot the N. H. MEESENHlMER SURVEY
. Abstrpct No. 810, dnd bein8 a portlon of that ie�rfoin porcel descxibed as a residve tract cofled Section
3, Tract Ffffeen ln deed to Rayzor fnvestments; ltd. recorded in Volume 1796. Page 6p), penton Co�nty
Deed Records, and said portton of ]'raci Flf�e�n'being more fuly descRibed Qs one parcel as fallows:
9EGINNING ot a 5/8" fron roc! Fovnd in place'for fhe southwest comer of said Tract Fifteen and ihe
northwest comer of #hat cerfafn tract conveyed to the C(iy df Denton for a part ot North Lakes Fark't�y
deed recorded In Vofume 697, Page 213, of°said peed Records, said point being alsa the southeasi
comer of thqt certain troct conveyed to Samue! ,1, and Dorothy Marino recorcied in Volume 1087, P.age
24t, af sald peed Recorzls, and the nor�heQSt �omer of that certoin portion df said Norfh Lakes Par� '
Conveyed to the �tty of benton by lnstrurrient recorded in Volume 704, Page 265, of sa(d Deect :.�".
RecQrcls: �
TWENCE North 1 degree, 48 minutes, SS secar�ds� East with �he common line between said Tract Fitteen ..
ant! said Nlarlrto lrqct and pcntiplly along a ience line, pvssing the sov�h fine af Riney Road, a variabfe
width dght pubiic road, continuing in aA 921.30':.feet to the common north comer of said Trac4 FiFteen
and said Marino 1tp�t In the south line oi that bertain tract caRVeyed to Coti Joint Venture by deed
re�orded in Volume 5322, Aage 197, of said D�ed Records;
THENCE Sauth $8 degrees. 48 minutes East with ftie north line of said Tract Fffeen anci a south Ilne of said
CoH trdct, in and neccr the center of the asphc�lt pavement of said Riney Raad, 1229.12 feet to the
horfhwest cqmer of tt�at certeln parcel 14 conveyed to fhe State of Texas for U. S. H(ghway 77 Busfness
Route (Sanger Rdad) by deed recorded in ValuMe �42b3, Page 1337, of saPd beed Records;
- 'iHENCE 5oufh 1 deg�e, 21 mihvtes, 24 secands West wlth the mosi westerty Iine of said State of lexas .
trdct, pauing said south tine of Riney Rpcd, En;all 40.0 feet to a 5/8" iron rad found I� pictce for the
yvesteriy southwest camer df sqid State of Texds tract;
THENC� Soufh 88 degrees, 38 minutes, r40 seconcls EaSt with the mosi westerly south line c�f said State of
TeXas trqat. 15i.68 feet to a"TXDOT" capped 5/8" iron rod found in pfvice for an angle paint in sald
5tote of T�xas 1roct: ' � �
THENCE South 58 degrees, 02 mi�►utes, 3p secbn'ds East with a southwester[y line af said State oF Texas
tracfi 39p.Q fee# tn c1n "RALS 164q" capped S/8"!iro� roc! set for the most northeriy comer of o tract of
�a�d ccnveyed to The City of Denton for road.pixposes {recording information pending);
tHE�lC� across sald Rayzor trnct with the northvi�estery Eines of said City of Qenton tract the following
courses ar�d distanc�s:
Soufh 13 degrees, 02 mEnutes, 30 secon'ds East, 36.36 feet to an "RPLS 1640" cpppec! 5/S"
+ron rod set for comer,
Soufh 3l degrees. 57 minutes, 30 seconds Wes#, 340,30 feet to pn "RPLS 164Q" capped
5I8" iron rod set for cOmer-flt the beginning of a curve whose cenfer bec�n Norfh 58
degrees, Q2 minutes, 30 seconds West 200.0 feefi and, �
southwesterly with said curve, 20b.35 feiet to an "RPLS 1640" capped 5/e" iron rod set for
the end of said curve in a sovth line of safd Tmct Ftffeen and a north line of soid Cify of
Denton Tract dQSCribed in Volume 697, ,Pc�ge 213;
TFlENCE North 8$ degrees. 55 minutes, �4D secorlds Wes} wiih sa(d south line of iract Fifteen Q�d said
north fine of Cify of. penton iract deseribed fn V,ofume b9�, Page 213, 911.24 feet to a 5/8" lron rod found
in plaee for qn anglQ point in said common lfnes;
i;
Th1ENCE South 66 degrees, QS rrtinutes, 05 seconds West (9ase Bearing from said City of Denfon deed in
Volume d97, Page 213, qf said Deed Records), Continuing with common lines befween said Tract HNeen
and said �1y of Denton trcact describsd In Volume 697, Pdge 213, 499.39 feet to the PiACE OF
BE�INNING, and cqntaining 26.6002 acres (1,158:70.3 square feetj.
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Sketch showing
a tract of fQnd in the
N. H. MEISENHAl�£R SURVEY,
Absiroct No. 810,
in the City af Dshton,
Q6�It011 COUfI�� TG%d3
i� �a^Pa Y�4 ��O�m)�
� �..�, �... �.
aewrr coerm �ssocuras, mc.. auevsross
aua r
� � GEiffiY Ct1R11S 0.SSOCWTES, INC.
� Surveyeue
P.O. Box 477787 917/334-0381
fort Worth, Teaas 76147-2B6B
YOSItAR BB-12-41779 PL6T'ItD N04EMBE]i 73. YLI1
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERS4N,
YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING
INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN
REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:
YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
SPECIAL WARRANTY DEED
1003-19426-RTT
STATE OF TEXAS §
COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS
That Rayzor Investments, LTD, a Texas limited partnership (herein called "Grantor"), for
and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), and other good and
valuable consideration to Grantor in hand paid by the City of Denton, Texas, a Texas Home Rule
Municipal Corporatzon (herein called "Grantee"}, 215 E. McKinney, Denton, Texas 76201, the
receipt and sufficiency of which axe hereby acknowledged and confessed, subject to the
reservations set foi�th below, has GR.ANTED, SOLD and CONVEYED, and by these presents
does GRANT, SELL and CONVEY, unto Grantae all the real propexty in Denton County, Texas
being particularly described on Exhibit "A", attaehed hereto a�c� made a part hereof for all
purposes, and being located in Denton County, Texas„ gethex with any and all rights or
intercests of Gxantor in and to adjacent streets, alleys and rights of way and together with all and
singular the improvements and fixtures thereon and all other rights and appurtenances therato
(collectively, the "Property").
Grantor, subject to the limitation of such reservation made herein, sha11 reserve, for itself,
its successors and assigns all oil, gas and other minexals in, on and under and that may be
produced from the Property which Grantor may hold, if any. Grantor, its successors and assigns
shall not have the right to use or access the surface of the Property, in a.ny way, manner or fo:rm,
in connection with or related to the reserved oil, gas, and other minerals and/or related to
exploration ar�d/or production of the oil, gas and other minerals reserved herein, including
without limitation, use or access of the surface of the Property for the location of any well or drill
sites, well bores, whether vei�tical or any deviation from �ertical, water wells, pit areas, seismic
activities, tanks or tank batteries, pipelines, roads, electricity ox other utility infiastructure, and/or
for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure
or improvement of any kind or type in connection with or related to the reserved oi1, gas and
other minerals, and/or related to the exploration ox production of same; provided, further,
however, that the pai�ties acicnowledge that the minerals held by Grantor, if any, may not
constitute all of the minerals under the Property and there may be ihird party holders of minexal
rights ("Other Mineral Rights Holders") and/or the minerals may be subject to one or more
existing oil and gas or other mineral leases ("Existing Mineral Leases") in favor of lessees
thereunder ("Mineral Lessees"), and the forgoing waiver as io surface use shall not be construed
to linnit any of the existing rights of the Oiher Miz�eral Rights Holders or Mineral Lessees under
the Existing Mineral Leases, nor shall Mineral Owner have any duty or obligation to obtain any
waivers or other agreements from any such Other Mineral Rights Holders or Mineral Lessees
witlx respect to limitations on surface use or otherwise, and in no event shall Mineral Owner have
any liability or responsibility for any surface damage or injury to property or person as a result of
the exploration and/or production of the RILMH Minerals by any Other Mineral Rights Holders
or any Mineral Lessee, and Grantee sha11 puxsue any such claims solely against such Mineral
Lessee or 4ther Mineral Rights Holder, as applicable.
As used herein, the term "minerals" shall mean all of Seller's right, title and interest in all
nc�inerals of every kind, including oil, crude oil, natural gas, casing-head gas, other gas, other
gaseous or liquid hydrocarbon. nainerals or substances, condensate, coal, ores, sulpher and other
minerals af every kind and nature in and under and/or that xziay be produced fiom the Property.
As used herein, the term "surface of the Property" shall include the area from the surface
of the ea��th to a depth of five hundred feet (500') below the surface of the earth.
This Deed is executed by Grantor and accepted by Grantee subject to the following
(collectively, the "Permitted Exceptions"): (i) the Roll-Bacic Taxes as hereinafter defined, (ii) the
prior reservation of all minerals associated with the Land as contained in Spacial Warxanty Deed
recorded under Instrument Nos. 2011-67797 and 2012-144338 in the Deed Records of Denton
County, Texas (iii) the encumbrances and mattexs listed zn Exhibit "B" hereto and (iv) all
municipal or other governmental zoning laws, regulations and ordinances, if any, affecting the
Property, and (v) any other matters affecting the Property of public recard or which would be
disclosed by a physical inspection of the �'roperry or an accurate survey oi the Propei�ty. "Roll-
Bacic Taxes" as used herein shall mean any taxes or assessments assessed against the Property as
a result of any change in �and usage or ownership based on the Property having been assessed
underc any agricultural, open-space or other special use valuation methods ("Special Use
Valuation") to arrive at the taxable value of the Property as permitted under the Texas Tax Code.
TO HAVE AND TO HOLD the Property, together with all and singular the rights and
appurtenances thereto in anywise belon.ging unto Grantee and Grantee's successors and assigns
forever, subject to the Permitted Exceptions; and Grantvr does hereby bind Grantor and
Grantor's successors and assigns to WARRANT AND FOREVER DEFEND all and singular the
Property, subject to the Permitted Exceptions, unto Grantee and Grantee's successors and assigns
against every person whomsoever lawFully claiming or to claim the same or any pai�t thereof
when the claim is by, through, or under Grantor but not otherwise.
EXECUTED the � day of � , 2012
RAYZOR INVESTMENTS, LTD, a Texas limited pat�tnership
By: The Rayzor Gompany, a Texas corporation, its general partner
By:
Philip A, Bak , Vice President
ACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me on�l�!����iGti �/> 2012, by Philip
A. Baker, Vice President of The Rayzor Company, a Texas corporation, general partner of
Rayzor Investments, LTD,, a Texas limited partnership, on behalf of said coiporation,
GIVEN under my hand and seal of office this /R� day of 2012,
,,, , ,,,
� �: DEANNAMCCLESKEY
,�, = MY COMMISSION EXPIRES
;;4��1��
Mer�h 18, 2014
Upon Filiiag Retui�n To:
The City of Denton-Engineering
Attn: Paul Williamson
901-A Texas Street
Denton, TX 76209
�
Notary Public, State of Tex s
�.L�ean►� e� �es
Notary's P�•inted Name
MyCommissionExpues: 1� o�D�`f
� :. �XHIBIT "A" attachment to Special Warranty Deed �' Page 1 of 2
. . . :,�: .. .. .:
. � � � ��croinf�nN OF PROP�Y.SURVEY�Q . � �
SITUAT�D• in the. �City "of Denton, Denton Counfy, Texds, and being a tract af .land in the N. H:
Meisenhamer Suniey, Abstract No. 810, qnd being a porflon cf fhat certaln parcel �es�r(k�ed as a
� r�sidue .traat called Sectlon 3, Tract Fifteen, In deed to Rayzor Investments, Ltd, recorded in Volume �
.. � 1796, Page 601, p�nton �ounty Deed Records, and sald portion be,ing. more fully describ�ed Qs iQfipws:
� B�GINNING�-�t'a 5/8" iron rod fcund in�place for the.southwest comer of.said TraQt'Fifteen;and the �
northwesl cornet of that Gertaln,�tr�ct Gonvey.ed to the.City �f Denton Por a pprt of Narfh.:Ldk�s Pdrk by ,
;:�deed reccrded in Volume 69y; Page.2•13, of said Deed Records, sqid� �5oint b�ing also�the�soU#heast.
`� corn�� t�f tha4 certain• tract convey�d to Samuel J. cii�d Dorothy Marin� by .deed recorded Iri Vtilurr�e �
� � 1087, page 24.4;'of sald Deed Records, and the northeast cQmer of that cec#ain port.i4n of staid North
Lakes Park conveyed to the City of Dentor►,by insfrUm'eYit r�carded in Volume 704, Page; 265, of�:sald �•
� Deed. Records; � � . '
� THENCE North 1� degree, 48 minutes, 5�5 secoY�ds �ast wlth the `common Iine between sald 7raGt Fiftgep
and said Marirto tract and pprtially along a fence Ilne; pdssing the south Iine af Rtney Raa�1, d variable
wldth �ight=of�vir'aY publlc �'oad, continuln�_in all 921:3D feet to a MAG ncrll for the �omm�n nortti corner
� of sald Tttict F(ft�en and sald Marino tract (n the south Ilne of that• certatn tracf conveyed`to �ott Joint
Venture by deed'recorded.ln Volume 5322, Page 197. of sald Deed ReCords; �. �
. 7HENCE'South 88 degrees, �48 minutes East. wlth the north Ifne of said Tr�cf Fifteen and sald, southi. lltie of ' ,
Cbtl tract, in and near the aenter of the asphalt pavement of �said Riney Road, 1229":12 �f.eet fo .the
�� norfhwest comer of that certain Parcef 14 conveyed to the Sfate of Texds for U. S, Highway 77:Business
� Route (Sanger �oad► by deed recor.ded In Volume 4263, Page 1337, of sald Deec� Records; �
TWEN�E South, 1•d�gree, 21 mfnut�s, 20 seconds West witt� the west lihe pf said 5tate of T��cas��t�ci�t; ..
� , passing said soufll Ilne of Riney Road, in all 40.0� feet to a 5/S" (roh rt�d.�foUnd in place��for t�re Wester{y
southwest comer of safd State of Texas tract;
THENCE Sauth 88 degrees, 38�minutes, 40 secnnds �ast wEtli the most west�rly south Iine cf said'Stat� ef .
Texas tract, 151:68 feet to a"TXDOT" cppped 5/8" iran rdd found in' place for an angle �oint in said
State� of Texas tract; � ,� � : .
TH�NCE South 58 degr�es, 02 minutes, 30 secorids East wlth a southwest�rly Ilne.of sald State of Texas ..
' tra�i, 390:0 fe�t to an "�RPLS 1640" capped 5/8" iron rad faund In .pldce'for the most� r�orfherly comer; of
that certaln tract�conveyed.to iMe Clty of 4enton by. de�d recqrded. under�ounty,Cle�k's FIIe Na; 2009-
� �4361,; . . � ,
� .. TH�NGE crossing safd�Rayzor Investment� tract�With th� wes�erly`qnd northwesterly Iing af said City of.�:
Dentan tract ttiqt fs described in Instrument �recorded under Cauhty Clerk's FIIe No. 3009=24361, the
! following courses and distancesc• ' . . �
� . South 13 d'egree,s, 02 minwtes,.30 se�onds East, 35,36 feet fio an "RPL•S 1640". capped�5/8°
iron rod set; � • . . . .
So�th 31 degrees, 57 minutes, 30 seconds West, 39U.30 feet to an "RPLS 1.640": capped
5%8" Iron rod set for the beginning of a curve whose cenier bears No�th 56 de�reas, d2
• minutes;.30 seconds West, 200.0 feet; and,
(
�� EXHIB�T "A" attachment to Speci�l Warran.ty. Deed Page 2 of 2
� �, �
� scuthwesterly�Wlth sdld curve, 206c35 feet to an. "RPLS 1640" capped 5/S" �r.on rod set for .
the end.of sald �curya and. the .rriost wesf�riy comer of said Ciiy of Denton #ract� that�is. ".
� desGribed ln instrument recarded under Caunty. Clerk's File Np. 2U09-24361, in d soUth-Iine _ .
� � of'said Tract Fifteen and a nortH line of said C11y of D�enton iract� i�escribed in Vol.u.me 69.7; � : �
• Paga 213; � � . , .
7M �NCE North 88 degr.ees, 55 minutes, 40 s�conds 1Nest with� a south I(ne of �said Traot Fifteen.an�! q north:
�� 11rte of s�dld City of Dentan tract that is desc�ibed ln insfrument recorded tn Volume 6�97, Pt�ge 213, 911.24
�� feet.to a 5/8" iron rad found in:place•for an angle point (n:said comri�on I(ries; . .
� �� THENCE 5outh 66 degrees,:05 minutes, 05 secdnds VNest �B�ase� 9'earing.frorri City af Qenton deecl In
� Volume b97, P�a�e 213, of said Deed Records�, contfnuing;with comman Hries b.eiween sdEd Tract Fffteen� .
� �and . said. City , Qf Denton tract described :ln Volume 69i, � Pa�e 21:3', 499.39 feet to the � PIsACE OF
BEGINtJING, and oontqining 26.b00 aores (1,15$,7'OO square feet). . ,
i'ht3 dd�ecdnfton arent�red fo gccoh�nanv c�suryev map of 1he descdbed nroneth►.
M�Is949desc.cJoc
Gerry CuNis Assoc/latQ�� (r��;., : �
� �i�'.,ti�4 C�A. : �,�:�� ' � .
�� e •e' • �•'• .Y
�� � � ^1�����r'��.�' . .
. �?"�.✓.a!s�'�a'.'T'"- t�,�.
. ���
�. ; „a �T ; .�.'� .,;, ;r,,, .
�, �, • �
Roberf " I�,''+�s�� r :''°
RPL'5;���3�,.. M'::=��;��
. ' , ,.�'.
_. � �
Exhibit �°B"
to
Special Warranty Deed
1. Mineral lease together with all rights, p��ivileges and immunities incident thereto, to A,E,
Daan, fi•om Frank N. Riney and wife, Cora Riney, described in instrument filed
OS/26/1950, recoided in Volume 365, Page 57, Real Propei�ty Records, Denton County,
Texas,
2, Easement granted by Cora Riney to Texas Power & Light Company, filed 07/08/1958,
recorded in Volume 438, Page 321, Real Property Records, Denton County, Texas, and
as noted on survey of Robert "Bob" Viscome, R.P.L.S. No, 5605, dated 06/22/2012.
3. Drainage Easement granted by Eugenia Poi�ter Rayzor, et al, and Rayzor Investment
Company, to the City of Denton, filed 06/14/1974, recorded in Volume 710, Page 881,
Real Property Records, Denton County, Texas, and as shown on survey of Robert "Bob"
Viscome, R.P.L.S. No. 5605, dated 06/22/2012.
4. Sewage Easement granted by Rayzor Investments, Ltd., to the City of Denton, filed
06/29/1987, recorded in Volume 2187, Page 769, Real Property Records, Denton County,
Texas, and as shown on siuvey o� Robert "Bob" Viscome, R.P.L.S. No. 5645, dated
06/22/2012.
5. Title to all coal, lignite, oil, gas and other nnin.erals in, under an.d that may be produced
from the land, together with all rights, privileges, and immunities relating thereto, all of
such interest, to the extent not previously reseived or conveyed being described in
instiument filed 07/22/2011, recorded in cc# 2011-67797, Real Pr�perty Records, Denton.
County, Texas.
6, Rights of John Smith , a party in possession, undex oz•al lease,
7. Easennent granted by Rayzor Investtnents, Ltd. to City of Denton, filed 04/02/2001,
recorded in Volume 4807, Page 3164, Real Property Records of Denton County, Texas,
and as shown on survey of Robei�t "Bob" Viscome, R.P.L.S. No. 5605, dated 06/22/2012.
8. Rights, if any, of third parties with respect to following matters as shown on survey of
Robei�t "Bob" Viscome, R.P.L,S, No, 5605, dated 06/22/2012;
i) That portion of subject land within asphalt paving and Riney Road, along northerly
boundary 1me;
ii) buried telephone signs and pedestals aloz�g northerly boundaxy line;
iii) fence off pxoperty along westerly boundary line along a drainage ditch.
9. Title to all coal, lignite, oil, gas and other minerals in, under and that may be produced
from the land, together with all rights, privileges, and immunities relating thereto, all of
such interest, to the extent not previously rese�ved or conveyed being described in
Z:1Contracls\124aycor speclel wnrrxnly deed exhl�lt b.docx
Mineral Deed from Rayzor Investments, Ltd, to RIL Mineral Holdings, LP, filed
12/20/2012, recorded in 2012-144338, Real Property Records, Denton County, Texas.
Title to said interest not checked subsequent to the date thereof.
Z:lConlrecla\I24eyzor epeclsl �veventy deed exhibit b.dacx
Doc-146677 - � �
**** Electronically Fifed Document ****
Denton Caunty
Cynthia Mitchell
County Clerk
Document Number: 2012-146677
Recorded As : ERX-WARRANTY DEED
Recorded �n:
Re�Qr��d At:
Number of Pages:
Recording Fee:
Parties:
Receipt Number:
Rroce��ed �y:
December 28, 2012
12:23;42 pm
9
$48 s00
Direct- RAYZOR INVESTMENTS LTD
Ind i rect-
985780
J�ne Morri�
************ THIS PAGE I� PART OF TME WSTRUMENT �i**'*�*****
Any provlslon herein which res[ricts the Sale, Rental or use of the descrlbed REAL PROPERTY
because of color or race Is Invalld and unenforceable under federal law.
THE SiI�TE tJ} TEXA9J
COVNSYOFUENTONF
GO� 1 hercby cMily Ih�tlhu intru�ent wN FI1,EO in We Filo Nu�b�r wqumc� a� Wa d�tt�tl�e
� � pryneJharv,.ndwrdWyRECOROEDinwaOKeWReaarbolUenlonCouety,Te�u.
Co��
��18$w,.� o.koa co�q� r•:u
EXHIBIT "C"
to
Contract of Sale
Form of Surface Waiver by RiL Mineral HoIdings
WAIVER AND RELEASE OF SURFACE RYGHTS AGREEMENT
5TATE OF TEXAS
§ KNOW ALL PERSONS BY THESE PRESENTS:
COUNTY OF DENTON §
This Waiver and Release of Surface Rights Agreement ("Agreement"} is made and
entered into as of , 2012 by RIL MINERAL HOLDINGS, LP, a Texas limited
partnership ("Mineral Owner"} fax the benefit of RAYZOR INVESTMENTS, LTD., a Texas
limited partnership ("RIL") and atay other successor owners of the certain tract of land described
hereinbelow as the Waiver Property, specifcally including, without �imitation, the City of
Denton, Texas ("City").
RECITALS:
A. RIL is the surface owner of certain real property located in �7enton County, Texas
as more particu�arly described on Exhibit "A" (the "Waiver Property").
B. Mineral Owner is the owner af the mineral estate relating to the Waiver Property
{such minerals owned by Mineral Owner being referred to as the "RILMH Minerals").
C. RIL is selling and conveying the surface of the Waiver Property to the City on or
about the date hereof (the City, together with any successars anci assigns who own any portion of
the surface of the Waiver Property is referred to as a"Suriace Owner" with respect to the
surface lands owned by it).
D. MineraI Owner, as the current holder of the R.ILMH Minerals, has agreed to
execute this instrument to confirm and agree that Mineral Owner waives and releases its right to
use the surface of the Waiver �roperty as provided below.
AGREEMENTS:
NOW, THEREFOR�, in consideration of the premises and other good and valuable
consideration, the receipt and su�ciency of which are hereby mutually acknowledged, Mi�neral
Owner covenants and agrees as follows:
l. Release and Waiver. Mineral Ovmer waives and releases, on behalf o� Mineral
Owner and Mineral Owner's successors and assigns, ail rights of ingress and egress and all other
30
rights to enter upon or to use the surface of th� Waiver Property or a�ny part thereof in any way,
tnanner or form, in connection with oz related to the RILMH Minerals and/or related ta
exploration and/or production of the RILMH Minerals, including without limitation, use or
access of the surface of the Property for the lacation of any well or drill sites, well bores, whether
vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank
batteries, pipelines, raads, electricity or other utility infrastructure, andlor for subjacent or lateral
support for any surface facilities or well bores, or any other infrastructuxe or improvement of any
kind or type in connection with or related to the RILMH Minerals , and/or related to the
exptoration or production of same; provided further, however, nothing herein shall prevent
Mineral Owner or its successors and assigns from exploring for, developing and/or producing the
RILMH Minerals in and under the Waiver Property by pooling or by directional drilling under
the Waiver Property fram we11 sites or mining sites located on other property; provided, furt�er,
however, that the parties acknowledge that the RILMH Minerals may not constitute all of the
minerals under the Waiver Property and there may be third party holders of minexal rights
{"Other MineraI Rights Holders") and/or the RILMH Minerals may be subject to one or more
existing oil and gas or other mineral leases ("Existing Minerai Leases") in favor of lessees
thereunder ("Mineral Lessees"), and the forgoing waiver as to surface use shall not be construed
to limit any of the existing rights of the Other Mineral Rights Holders or Mineral Lessees under
the Existing Mineral Leases, nor shatl Mineral Owner have any duty or obligation to obtain any
waivers or other agreements from any such Other Mineral Rights Holders or Mineral Lessees
with respect to limitatioz�s on surface use or otherwise, and in no event shall Mineral Owner have
any liability or responsibility for any surface damage ox injury to property or person as a result of
the exploration and/or production of the RILMH Minerals by any Other Mineral Rights Holders
or any Mineral Lessee, and alI Sttrface Owners shall pursue any such claims solely against such
Mineral Lessee or Other Mineral R.ights Holder, as applicable. As used herein, the term "surface
of the Property" shall include the area from the surface of the earth to a depth of five hundred
feet (S00'} below the surface of the eart�„���;.71G �,;,�r ��'� -; ��
2. Current Holder of Ri�hts. Mineral Owner represents and warrants that Mineral
Owner is the current holder of the RILMH Minerals.
3. Successors and Assi�ns. The acknowiedgements and agreements of Mineral
Owner herecuzder shall (i) run with the Waiver Property for the benefit of RIL and any future
5urface Owner, specifically includizag, without limitation, the City, {ii} inure tfl the benefit of and
be enforceable by RIL as well as any future Surface Owner, specifically including, without
limitation, the City, and theix respective heirs, legal representatives, successors and assigns of
and (iii) be binding upon and enforceable against Mineral Owner and its legal representatives,
successors and pernutted assigns.
4. Other/Miscellaneous.
(a} Choice of Law. THI� AGREEMENT SHALL BE GOVERNED
BY THE LAWS Q� THE UNITED STATES QF AMERICA AND THE INTERNAL
LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO iTS CONFLICT OF
RULES.
31
(b) Neadings. The titles and article headings contained herein are for
ptirposes of identiiication only and shall not be considered in construing this Agreement.
(c) Notices. Any notice, report or demand by RIL and/or Surfa�e
Owner to Mineral Ownex with respect to this Agreeznent shali be in writing and shall be
deemed to have been suf�ciently given or served to Mineral Owner for alI purposes upon
Mineral Owner's receipt or refusal of receipt when sent by (i) registered or certified mail,
reiurn, receipt requested, or {ii} personal hand delivery, or (iii) overnight courier service,
to tlae Mineral Owner at the address shown beneath Mineral Owner's signature below.
EXECUTED to be effective as of the first date hereinabove written.
[Signature Page Follows]
s:Uagallour documentslcontractsU2lrayzor ofE'er to purchase contract of sale draft (dmm 10-10-12).doc
MINERAL OWNER:
RIL MINERAL HOLDINGS, LP, a Texas limited
partnersiup
By; RIL Mineral Holdings GP, LLC, a Texas
Iiznited liability company, its generai partner
By: The Rayzor Compazry, a Texas
corporation, its sole member
President
THE STATE OF TEXAS
COUNTY OF DENTON
:
Philip A. Baker, Vice-
Address:
c/o The Rayzor Company
400 W. Oak, Suite 2�0
Denton, Texas 76201
Tel. No. (940) 387-871I
Fax No. (940} 556-1591
This instrument was acknowledged before me on the day of . ,
2012, by Philip A. Baker, Vice-President of Tl�e Rayzor Company, a Texas corporation,
sale member af RIL Mineral Holdings GP, LLC, a Texas limited liability company, sole
general partner of RIL Mineral Holdings, LP, a Texas limited partnership, on behalf of
said limited partnership.
After Recdrdin� Return To:
Rayzor Investments, Ltd.
c/o The Rayzor Coznpany
400 W. Oak, Suite 200
Denton, Texas 7620I
Page 33
Notary Public, State af Texas
' EXHfBIT A
. . PA.GE: }� OF•..2...
S RIPT! OF PROPEitxY VEYED .
�� .
; I ,
SITUA7Ep in the Ci#y ot �enton, Denfo� Count�y, �Texas, being a portion of the N, H. MEISENHIMER 5URYEY
, Abstrdct No, 8]Q, �nd being a potf(on qf fhqf �erfflin parcel desCribed ps q residue tracf caUecl SecfiiQn
3, Tract Fiffeen in deed tv Rayzor Investmenis; L�d, recorded in Volume 1796, PaBe b0�, Oenton Coun,ly
Deed Reeords, anc! said pcsttion of Tract Fiffeen �being more fully clescribed ps one pqrcel as fofioV,Ws:
' BEGI�(N1NG at a 5/8" iron rod fouhc! in place ifor the southwest comer of said 7ract Fifteen and 'it�e �
notthWest eomer of fhat eerfain tracf cortveyed to the C[1y c5f Denton for a part of Narfh Lqkes Paii<'Uy
deed recorded in Volume 697. Page 213, of;sQid peed Reeords, said point be�ng also the south'east
com�r of thGt cerFain tract conveyed to Samue� J. a�d Dorofhy Marino reco�ded fn Volume 108�, Page�
244, of said Deed Recorrls, arid fhe northeqst �omer of thct certain pprtion of said North lakes park •'
conveyed to fihe Gity of Dentan by irutrurrient recorded in Vo(ume 704, Page 265, of soid Deed ��
• Recqrds; �
. . .. - , . � � .
7HENCE Nor�h 1 degree, A8 minutes, 55 secon'd� East with t�e common line between safd Tract Fiiteen• . r'
and said Madno trqct and par}ic�l�y along a fe��e Gne, pvssing the south llne af Rlney Road, a VariabF�
widih right �public roacl, continuing in all 921.�O;feet fo the ctimmon rtorth aomer of said Tracf F'iffeen
ancf sa�d Marino traGt in the south line of that �erfain tract conveyed to Cati Joinf Venfiure i�y cleed
. recorcied in Vofunie 5322, pcage 197, of said D�ed Records; �
. . �;
THENC@ Soufh $$ degreeg, 48 m9rsutes East witli tlie narth Iine of said Tract Ffteen and t� south Ilne of said
Coti .tr6ct, in anc! necsr the center of the as�halt pavement of said Riney Road, 1229.12 feei fa the
northwesf comer of ihaf certain Parcel 14 cor�veXed ta ihe State of Texas for !1. S. Highwcry 77 Busi�ess.
Raute (Spnger Ropd) by deed recorcied 1n Voiuttie 4263, Page 1337, of said Daed Reoords;
. • :,
� 7HEHC� So�th 1 degree,�21 minuies, 24 secon`ds,�' West with the most westeriy line of sa(d S#ate of 7exas
frdct, possiri� said south Ilne of i2iney Road, in'fall 40.0 feet to a 5/8" iron rod fnund In place for #he
y;res�erfy sQUth .west .aoinet of seld S#aie of Texc�s frOCt;
. ;
.�`, ::�•_ _:..;_ �,. � ;
i THENCE�South 89 degrees, 38 minufes, 4Q secon�ls East with the mast wes4eriy south Ilne oE sald State of
T'eX6's �r4ct;�T5i.68'feefi fo a"TXDOT' cappea 5/8" Iron rod found in place for an angle poinfi ir� svid '
State of Texas tr+act; '' � � .
i • i�
; - :i
� TH�NCE Sa�ti� 58 degr�ees,.02,.mi�Ltes�..3Q.secbn�ds East..with.a.sau.t�iv�cesiec6yJi�e.o� sa�c� State of Texas
fract 390.0 ieef io qn "RPLS i640" capped 5J$"!iron rad sei for the masfi northerly comer of o tract of�
. fand convayed to The Ciiyaf Denton forroad!purposes (recording information pe�ding); � �
7HEhlCE across sald Rcryzor iract with the nocthv4esferty fines of said Ciiy of Denton tract the following
courses qnd disfar►cer.
South 13 degrees, 02 minutes, 34 seconds East, 36.36 feet to an "RPLS I64Q" copped 5/g"
iron rod set for comer, �
South 31 degrees, 57 minutes, 3Q seconds Wes#, 390.30 feet fo an "RPl.S 16d0" c�ppec!
5/8" irorr rort sefi far^cr�rr��ir••flt°{t� bgg }nin� oP a c�rve wHose cenfier f�ear� Noitti �8
degress, 02 minutes, 30 seconds West, 20¢.Q feef; and, � '
sau�hwesteriy with said curve, 206.35 fept�to an "R�lS 1640" capped 5!S" iron rod set for
the end of said cunie in a soufih line of sqid Tmct Eiffeen and o norfh line of sald City af
penion firact described in Volume 697, �P4ge 213;
iH�NCE Narih 88 degr�es.,:5S.minutes,.�4Q>sec�r�ds-Y4�Fes� with�safd•sou#h•li�e�of Tra�t�•Fiftsen•arrd�sold���
norih line of Ci1y of. Der�fon iract described fn V,olum� 697, Page 213, 9 i 1.24 feef to c� 5/8" Iron rod found
fn place for an angle point in s4id common Ilnes; .
TH�NCE Soutl� 66 degrees, 05 minuies, 05 seconds Wes} j6ase Bearing f�om said Cify of Denton deed in
Volume 697, poge 213, of said Deed Records}, �ontinuing with common lines between sofd 7ract Flfteen
and said Git}r of Denton lract described in �Vblume 597, Rag� 213, 499,3F feet to the PCACE OF
BEGINN[NG, and cnntaining 26.6002 acres (1,i58i7�3 square teet). �
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N. H. MEfSENHAMER SURVEY,
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`°""'"i6 °Po'°'"9 "� �+ �r'� +�M��u.n � w��e in the City of Denton,
ca�r cvexra
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� " SVNG�/nrs
� P.D. Box 471787 877/334T038t
, Forl WartA. Teaaa 76147�26e6
� Y05/79R 91F 1i-03777 �
�� NO+tTlBIX Z� 20I1
.__._ . j -__ . ____ _
1003-19426-RTT AFFIDAVIT OF NONPRODUCTION
THE STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DENTON §
BEFORE ME, the undersigned authority, on this day personally appeared Philip A. Baker,
who after being by me duly sworn, deposes and states under oath, as follows:
1, My name is Philip A. Baker, and I am personally familiar with the ownership,
management, operation and other activities associated with that certain real property described
on Exhibit "A" attached hereto (the "Property") for at least the past twenty (20) years.
2. Portions of the Property were included in the following oil, gas and mineral lease (the
"Lease"): Oil, Gas and Mineral Lease ("Lease") dated February 8, 1950 by and between Frank
N. Riney and wife, Cora Riney, as lessor, and A.E. Dean, as lessee, covering approximately
95.45 acres of land as described therein, recorded in Volume 365, Page 57, of the deed records
of Denton County, Texas.
3. 7he primary term under the Lease as stated therein was five {5) years.
4. No oil, gas, or other mineral is now being produced from the Property under the Lease,
nor has there been any production of oil, gas, or other minerals from the Property under the
Lease during the past twenty (20) years.
5. No drilling activities are continuing on any portion of the Property under the Lease, nor
has there been any drilling activity on the Property under the Lease for the past twenty (2�) years.
6. No royalties of any kind or character have been paid under the Lease to the owner of the
Property during any of the past twenty (20) years,
7, To the best of my knowledge; (i) there is no production under the Lease of oil, gas or
other minerals from any other tracts of land located in near proximity to the Property and (ii) the
Lease has not been pooled with other producing leases nor have any delay rentals been paid nor
have there been any other actions that would allow the Lease to remain in effect.
EXECUTED this �`�day of December, 2012.
�
'e�� ,�
Philip A. Bake
Page 1
THE STATE OF T�XAS §
§
COUNTY OF DENTON § �
SWORN TO AND SUBSCRIBED BEFORE ME by Philip A. Baker on this � day of
December, 2012.
�
Notar ublic for the State of Texas
�o�pRVPU �c ANGELA ARCHER
*�* Notary Public, State of TexaS
�'rq,�aF��"`' My Commissian Expires 8-19-2013
AFTER RECORDING RETURN T0:
The City of Denton
Atten: Paul Williamson
901-A Texas Street
Denton, TX 76209
Page 2
EXHI�BIT�"A" attachment to Affidavat of Non Production`
� . . , � �..,;. . . .
► �� • •� �
Pag� 1 of 2
a.
SITUATE� in fihe: City "of f�enton, Denton County, Texds, dnd being a tract of land in � the N, H: .
Meisenhamer Survey, Abstract No. 810; and being a portion af that certain pcircel descrit��d as a
residwe tract called Section 3, Tract F(fteen, in deed to Rayzor Investm�nts; Ltd. reaorded �in Volume
1796, Page 601, Denton Caunty Deed�Records, and said portlon being more fully descrik�ed as Polfows;
BEGINNING;;�qt a a/S". Iron rod founc) in place for fhe. squthwest comer of.said Traot�F(ffeen;and the
nor.thwes� corne� of that certain tract oonveyed to th� City of Denton fora parf of�NQrfh Ldkes Park by �
deed recorded in Volume 697; Page 213, af said Deed �ecords, sqid• point being also-the southe�ast.
co�ne�r c�f that certsx(n• tract conveyed to Sarnuel J. and .dorothy Mdrino by .deed recc�rded iri. Vtilutrte �'
lfl$7, Page 244;"'of. said Deed �Records; and the northeast.comer, of that cerfaln portion of said North
Lakes Park conveyed to th� Gi#y of Denton,by instrumef5t r�corded in Volume 704, Pa�e 265, of�.said �
Deed. Records; . ' '
THENC� North 1� degree, 48 minutes, 55 secortids �ast with the'common Iine.between sald TrdGt �Iftgen
and sald Ma�ino tract and p�rtlally along a fence Ilne, pdssin� the sputh line of Rlr�ey.Roatl, a varlal�le
width right-ofrway public road,, cnntinuing.ln all 921.3Q feet to a MAG nc�(I for the comtil�n north comer
af satd Tract Fifteen and said Marlha tract in the south line of that certain tract aonveyed to Goti Jolht
Venture by deed� recorded In Volume 5322, Page i97, nf spid Deed Re�ords; � ,
THENCE'St�uth 88 de�ress, 48 minutes East wlth the north Iine of sald Trpct Fifteen and safd soufh Iirie of '
Cott tr�ict, In and� near the center of the asphait pave�nent of �safd Rlney Road. 1229:12 feet to the
norfhwest comer of that cerFaln Parcel 14 cdnveyed.to the State of Texds for U. S. Highway 77'�usiness
Route (Sanger �oad) by deed recorded Ih Volume 4�63, Page 1337, of sald Deed Records; . �
tHENC� South 1�deg�ee, 21 minutas, 20 seconds West �w1th 'the west I(ne pf sald State of T�exas tYd�t;
passln� sald south Ilne of R(ney �Road, In all 40.0 feet fa a 5/8" Iron rod -fiound In plaGe •for th�e Westeriy
southwest comar of said State of Texas tractt �.�
THENCE Saufh 88 degrees, 38 minutss, 40 seconds Easi wlth the most west�rfy south Ilne of st�ld`5ta#e of .
Texas:tract, 151,68 feet fo a'•TXDOT" cppped 5/$" iron rod found in place �for art angle polnt 1n sqid
Sfate�ofTexastract;� .' : � �
THENCE South 58 degraes, 02 minutes, 30 seconds East wtth a souihwest�rly I(ne�.of sald State of Texas
tra�t, 390.Q fe�t to an "RPLS 1640" cdpped 5/8" Irot� rod found M place.`for the most northe�ly comer�of
thaf certain tr'a�t�aonveyed to the Clty of [?enton by. de�d rect�rd�ed ur�der �ouniy Clerk's FIIe Na: 2009-
2436.1.; � ,. , . '
TH�NG� crossing said�Rayzor lnvestmenis tract�wlth the wes�erly�'t�nd northwesterly line af sald. Ci4y of :
Denton traat thqt is described ln lnstrument recorded under County Clerk's F(le No. 2009;24361, the
� following cou�ses and dlstances:� . .
� South 13 d'egree,s, 02 minUtes, �0 se�onds East, 35.36 feet.to csn "RPLS 1640". capped 5/8" ;
lron rod set; � • . � .
South 31 degrees, 57 minutes, 30 seconds West; 390,30 feet ta an "RPLS 1640".� capped
5/8" Iron rod set for th� bealnning af a curve whose center bears Notth 58 degrees, 02
minutes,.30 seconds West, 200:Q feet; and,
� /
EXHIBIT ."A"� attachment to Affidav�t of Non Production Page 2 of 2
. , ,.
. .� .
southwesterly w�th said curve, 206:35 feet �o an "RPLS 1640" capped 5/8" iton rod set for �
the� end of said curye and. the .rriost .wester�y corn�t of safd Clty of penton, tract� that �Is �
� clescribed in instrument record�d urider Cvunfy �leric's File Np. �009-24361, in t� so4th line �
of said Tract, Fifteen and a north line of sdid City of Denton�tract �lescribed in Volume 697,
. pdge 213; . . ,
.TMENC� North 88 degr.ees, 55 minutes, 40 seconds West with�a $outh Ilne of said Tract fifteen.an�l.q nQrth. �
• Itne of sald Gi1y of Denton iract tliat is desaribed ln (nafNment recorded in Volume 697, Page 213, 91 i.24
•� feet:to a 518" Iron rod faund in:place•for an angle polnt In:sald common Iines;
� ThfENCE South b6 deg��es, 05 mtnutes, p6 seoonds 1Nest �Base� Bearing frcmm City of Aenton deed, in
Volume 697, Page 213, of sa(d �eed RecQrds), aontinuing:w(th common Ilnes b.etween sdid Tract Fifteen�
�� and safd� �ity , Qf Denton trdct described �.in Vclurrte 697, PaBe 21:3; 499.39 feet to the � PLAG� OF
�. BEGINNINC, and oantalnfng 26.60U aores (1,15$,70p,square feet),� � . ,
This descdaflon cre�+�rg�,to accotnaanv a survev map of iha deacdbed �ronefir.
, • , � Cerry CuHis Associate$� E��; :
.. � ��4R �,V,...'���yt. � .
�. _ � *. �.
. � . . . �� o '1 i'l�i ��I^�.�!. ' . .
. v"�.✓.�:� '' �' � ��
� � � � ' . . � �A � �.w~
. , �^' �`�l �M i T�� ��
. , . . . . Robert "BQk�.''�Isf}�A�+�t�,,� ��*"
� ' RPCS;���6;• ,�� -;... '-'" .
� � • ."^�'1+' .
Mets949desc.clo�
Doc-146676
**** Electronically Filed Document ****
Denton County
�yn�hia Mitchell
County Clerk
Document Number: 2012-146676
Recorded As : ERX-AFFIDAVIT
Recorded On:
Re�Qrd�d At:
Number of Pages:
Recording Fee:
Parties:
Receipt Number:
Rroce��ed �y:
December 28, 2012
12:23:31 pm
5
$32.00
Direct- BAKER PHILIP A
Ind irect-
985780
J�ne Morri�
*****�**�'*** THIS PAGE 13 PART OF THE WSTRUMENT ��***"**'**�
Any p�ovlslon herein whlch �estrlcts the Sale, Rental or use of the described REAL PROPERTY
because of color or race ls invalid and unenforceable under federal law.
�' THE STATE UF TE%A9)
� OUf�j').� COUNTY OF DENTONI
/' ll� �a,'n
�y1 � 1 heccby ceRily N�tNu LsNUeMwr F14fiD 3o We FOe Nu�b�r.aqamc� an Me dNe(tLe
�� prin�edha�a,.ndwuQWyRECOROED'uweDtticidPaaarbolu�nronCounty,Te�u.
f � ��
cewry clert �
�1�q6 � o��oo ceoeq, r.�..
POST-CLOSING AGREEMENT
This Post-Closing Agreement ("Agreement") is made and entered into by RAYZOR
INVESTMENTS, LTD., a Texas limited partnership ("Seller") for the benefit of the CITY OF
DENTON, TEXAS, a Home Rule Municipal Corporation of Denton County, Texas ("Purchaser") as
of the 21St day of December, 2012.
RECITALS:
A. Seller and Purchaser entered into a certain Contract of Sale (as may be amended,
the "Sales Contract") dated October 16, 2012 for the sale and purchase of certain property
located in Denton County, Texas as more particularly described on Exhibit "A" attached hereto
("Property").
B. The closing of the sale and purchase of the Property is occurring as of even date
herewith.
C. Pursuant to an oral lease arrangement between the Seller and John Smith
("Tenant"), Tenant is in non-exclusive possession of the Property for the purpose of planting,
growing and harvesting a crop of winter wheat.
D. The Tenant has already planted the current crop and Seller and Tenant desire
that Tenant be able to remain in possession of the Property until Tenant completes its harvest
of its current crop, which will be completed on or before June 30, 2013.
E. Purchaser has agreed to close its acquisition of the Property subject to the
Tenant remaining in possession as discussed above, so long as Seller assures Purchaser that
Seller will cause the Tenant to harvest its crops and/or otherwise discontinue its agricultural
activities and vacate the Property no later than June 30, 2013.
F. Seller has agreed to be responsible for Tenant vacating the Property as described
above and has entered into this Agreement for the benefit of the Purchaser to memorialize
Seller's post-closing obligations with respect to the Tenant's continued possession of the
Property.
AGREEMENTS:
Now, therefore, for and in consideration of the premises, Purchaser closing on the
transaction contemplated by the Sales Contract and for other good and valuable consideration
the receipt and sufficiency of which is hereby acknowledged, Seller agrees as follows:
1. Seller will cause the Tenant to harvest its current crop and/or otherwise
discontinue its agricultural activities on the Property and fully vacate Property (the "Required
Vacation") no later than June 30, 2013.
2. Seller does hereby indemnify and hold harmless Purchaser from and against any
and all claims, damages, expenses and other losses incurred by Purchaser arising out of or
relating to any failure to achieve the Required Vacation by June 30, 2013.
3. This Agreement shall inure to the benefit of Purchaser and be binding on the
Seller and their respective successors and assigns. This Agreement shall be governed and
construed by and in accordance with the laws of the State of Texas. If any action at law or in
equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party
shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to
any other relief to which such party may be entitled.
Executed to be effective as of the first date hereinabove written.
SELLER:
RAYZOR INVESTMENTS, LTD, a Texas limited partnership
By: The Rayzor Company, a Texas corporation, its
general partner
By:
Philip A. ker, Vice President
�
��� '� .. EXHIBIT "A" attachment to Post Closing Agreement "' Page 1 of 2
� . .. � .. ..,;. :.: � . .:
� � � .,�E RI�'ION Qj �RO�ERTY.SURVEYED '
� SITUATED in the. City 'of benton, Denton County, Texds, � and being a traat af , land in : the N. H:
� Melsenhamer Suniey, Abstrpct Na, 810; and being a portion of that oertaln parcef d`e, scribed as q.
�� residue tract called Seat(on 3, Tract Fifteen, in deed to Rayzar Investm�nts, Ltd. recorded ��In ,Volume ��
� � 1796, Fage 601, Denton County Deed. Records, and said portion being more fully descrit�ed as �follows:
� BEGINNING-�bt"a �/8". iron rod found In place for the.sauthwest come� of.�said Tract��ifteen;and the �
� nor.thwesfi corner of that certain tract conveyed to the City �of Denton for a part of •N�rfh Ldkes park:by •
� •• deed reeorded in Volume G9y; Page 293, of said Deed Records, said� �olnt beittg alsD the�southeast.
� coFner' of that cert�in� tract conveyed to Samuel J. and Dorothy Marino by desd recorded iii Vtilume
� 1087, Page 244; of• said Deed Recorrls, and the northeast comer of that Eer.fain portlon of said NQrth
Lakes Park conveyed to the Cliy of Denton.by instrum�eitit recorded In Volume 704, Pa�e 265, of�.said '
Deed. RecQrds, � � • •
, .
� TH�NGE Morth �t�, �legree, 48 m9nutes, 55 se�conds �ast with the �comman line belween said Tract Fifteen
and said Marir.to tract and pprtlally along a fence lir►e, passin� the sQUth iln�e o� Rlney Roatl, q variable
width right-of�way pubtic road, contlnuin9.in all 921:30 feet tq a MAG nall forthe �ommon north cot�ner
� �'i�f said Tract Fift�en and said Ma�ino tract tn the souih Iine of that certain tract aonveyed`to �oti Joiht �
. V.enture by deed recorded.ln Volume 5322� Page 197, of spid Deecl�ReCo�ds; � .. ,- �
. THENCE South 88 dsgrees, 48 minutes East with the north line af said Tr�ct FlPteen and sald soUih.,�i�e of '
". Gdti� traGt, in and near the center of the asphait pavement flf said Riney Road, 122,9:12 •fieet tn the �
� northwest aamer of that �certain Paroel � 14 conveyed to ihe State of Texds far U, S. Highway 77'Buslness
' Route (Sanger �oad) by deed recor.ded In Volume 4263, Pa�e 1337, of said Deed Records; �
1'HENC� South 1�dQgree, 21 minutes, 2Q seconds West w111�'the west Iine pf said State. of Ti�xas�t�d�t; .
passing said south Ilne of Riney Road, in all 40.0� fest to d 5/8" lron rod found In place •for the Westerly
southwest corner of said Stdte of 1'exas tract;
THENCE South 88 degrees, 38 minutes, 4� secands East wlth the most west�rly south 11ne of sdid State of
Texas�traef, 1�1.68 feet to a"TXbOT" cppped 5J8"' Iroh rod found in:plaae for an angle polnt in said .
State� cf Texqs tract; � � ' .
THENCE South 58 d�gr�es, 02 minutes, 3Q secorids East with a southwest�rly line�.of said State of Texas
tra�t, 390.0 feet to an "�RPIS 1640" capped 5/8" iron rod fcund Iri pldce: for tha most� northerly c4mer�of .
: thaf certaln tra�t�aonvey�d.to fhe Clty of Qenton i�y..deed recc�rdetl. ur►d�r �our�iy: Cler�k's FIIe Na: 20Q9-
�4361.; � � '. � ,
. THENG� crossing sa(d�Rayzor investments tract�with the wes�erly t�nd northwesterly Iin� af s.ai�i Cify of�
Denton tract that Is described In insfrument�recarded under County Clerk's FIIe..No. 2009=24361, the
following cou�ses and distanaes:• � , . �
� � South 13 d'e�ree.s, Q2 minutes, 30 seconds Edst, 35,36 feet to an "�PLS 1640", ca�p�d 5/B"
� , iron rad set; � • . . : .
South 31 degrees, 57 minutes, 30 secands West, 390,3a fae� to an "RPLS 1:640": capped
5!8° iron rod set for the beginning of a curve whose center bears Nalth 58 degrees, 02
minutes,.30 secohds West, 20p.Q feet; and, � �
(
EXI�IB�T "A" attachment to Po�t Glosing Agreement Page 2 of 2
.� .
� souihwesteriy with sciid curve, 206:35 feet ti� arr. °RPI:S 1640" cdpped 5/S" iron rod set for �
the end�bf sald �eurv� and the �r%iost we�f�+riy cornet of spit! City of Denton.'trdcf that�is
�� tlescrlbed�in Instrument recorded ur�der Caunty Clerk's Ftle No. �UQ9-24361,,in d soUt� line
of sald Trdct: Fifteen�and a narth line of sc�Id Cliy.of Dentc�n tract tlescribed in Volu.rr�e 69�', •.
. .. : pdge 213; . � . . ,
..7HiENGE Norfh 88.degrees, 55 minutes, 40 seconds �Wes# with�a �outh line vf said Traat Plfteen:an�l.G north:
�� ��Hne of said City of Dentan traci ttiat is described� in ins4rument �ecord�d in Vofume 697, Page 213, 911,24 '
• feet to a 5/8" firon rod found In� place •for an angle palnt In:said common Nnes; .
� -:I TNENCE South � b6 deg�ees,• 05 m(nutes, 06 seccrnds West jBase� Bearing from City of Renton deecl In
Volume 697, P'dge 213, of sald Deed Recards�, Gontin�ing :with commbn Ilnes b.etwaen said Tract Fifteen
and.said. City.of Denton tract desoribed :in Volume 647, Page 213, 499.39 feet to the PLACE OF
� BECINNtNG, and containing 26.600 aores (1,16$,y00 square feetJ. .
Thts d�l��datlan nreuated^jo accoFripanv n survey mdo ot fhe c�escribed orop4�
. . � �Gerry Giirtis Assdctdt�s; ���:. � ,
� ��r�, �1'' "n �,*'�.•' }�/��. .
� '. a ; ��,� '. y.
� M , ,, w� ; �w•±,y, �
, � �rar.•i.�:� r : 3
.�'.,�-.r �..
,�. ; .T ; .� �:� �
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. Rolaer4 "�ck%,' � s��'.�'� �y
RPL'�;3���;•'.��' �"" `'``,
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� ' • ,. n'� y -`
M91a949desc.cloc
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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, FIRST AMERICAN TITLE INSURANCE COMPANY, a California 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 exceetling the Amount of Insurance, sustained or
incurred by the Insured by reason of:
1, Title being vestetl other than as stated in Schetlule A.
2. Any defect in or lien or encumbrance on the Title. This Coveretl Risk inclutles but is not limited to insurance against loss from:
(a) A tlefect in the Title causetl by,
(i) forgery, fraud, untlue influence, tluress, 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 createtl, executetl, witnessetl, sealetl, acknowledged, notarized or delivered;
(iv) failure to perform those acts necessary to create a document by electronic means authorizetl by law;
(v) a document executetl under a falsifietl, expired or otherwise invalid power of attorney;
(vi) a document not properly filed, recortled or indexed in the Public Records including failure to perform those acts by electronic
means authorized by law; or
(vii) a defectivejudicial or administrative proceeding,
(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaitl,
(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance aFfecting the Title that would be disclosed by an
accurate and complete land survey of the Land, The term "encroachment" includes encroachments of existing improvements located
on the Land onto adjoining land, antl encroachments onto the Lantl of existing improvements located on atljoining land.
(d) Any statutory or constitutional mechanic's, contractor's, or materialman's lien for labor or materials having its inception on or 6efore
Date of Policy,
3, Lack of good and indefeasible Title.
4, No right of access to and from the Land.
(Covered Risks Continued on Page 2
In Wilness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized o(fcers as of Date of Policy shown in Schedule A.
First American Title lnsurance Company
`,�P�1�ttE IHS49����
•
'� : �op4 Q,pq �'.. �t
r
�:�x o: �,
� o
� ; SEPTEAfBER 24, � �
a� ��. T9fi8 : � ? ,
� �' '•. .•' �'
,,��4*cAilF6RM�p* _
/ � �G,d�,�`'�-
�
Dennis J. Gilmore
President
�/�% f'f'V
Timothy Kemp
Secrelary
Thisjacket was created electronicatly and constitules an original document
(This Policy is valid only when Schedules A and B are atlached)
Form 5019648-A (2/1/10) Page 1 of 17 T-1 �wner's Policy of Title Insurance (Rev. 2-1-10)
COVERED RISKS (Conlinued)
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, tlimensions or location of any improvement erectetl on the Land;
(c) subtlivision 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 basetl 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 Lantl, is recorded in the Public Recortls, 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, tlescribing any part of the Land, is recordetl in the Public Records.
8. Any taking by a governmental botly 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 Schetlule A or being defective;
(a) as a result of the avoitlance in whole or in part, or from a court ortler provitling 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
constitutetl 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 consti[utes a preferential transfer under fetleral bankruptcy,
state insolvency or similar cretlitors' 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 ajudgment or lien creditor,
10. Any tlefect in or lien or encumbrance on the Title or other matter includetl in Covered Risks 1 through 9[hat has been created or attached
or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recortling 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 mat[er insuretl against by this Policy, but only to the
extent provided in the Contlitions.
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of and not disclosed in writing to the Company by the Insured
this policy and the Company will not pay loss or damage, costs, Claimant prior to the date the Insured Claimant became an
attorneys' fees or expenses that arise by reason of; Insured under this policy;
1. (a) Any law, ordinance, permit, or governmental regulation (c) resulting in no loss or damage to the Insured Claimant;
(including those relating to building and zoning) restricting, (tl) attaching or createtl subsequent to Date of Policy (however,
regulating, prohibiting or relating to; this does not modify or limit the coverage provided under
(i) the occupancy, use, or enjoyment of the Lantl; Covered Risk 9 and 10); or
(ii) the character, dimensions or location of any (e) resulting in loss or damage that would not have been
improvement erected on the Land; sustained if the Insured Claimant had paid value for the
(iii) subdivision of land; or Title.
(iv) environmental protection; 4, Any claim, by reason of the operation of federal bankruptcy,
or the effect of any violation of these laws, ordinances or state insolvency, or similar cretlitors' rights laws, that the
governmental regulations, This Exclusion 1(a) does not modify transaction vesting the Title as shown in Schetlule A, is:
or limit the coverage providetl under Covered Risk 5, (a) a fraudulent conveyance or fraudulent transfer; or
(b) Any governmental police power, This Exclusion 1(b) does (b) a preferential transfer for any reason not stated in Covered
not motlify or limit the coverage providetl untler Covered Risk 9 of this policy,
Risk 6, 5. Any lien on the Title for real estate taxes or assessments
2. Rights of eminent tlomain. This Exclusion does not modify or imposed by governmental authority and createtl or attaching
limit the coverage provided under Coveretl Risk 7 or 8. between Date of Policy and the date of recording of the tleed or
3, Defects, liens, encumbrances, adverse claims or other matters: other instrument of transfer in the Public Records that vests
(a) createtl, suffered, assumed or agreed to by the Insured Title as shown in Schetlule A.
Claimant; 6. The refusal of any person to purchase, lease or lentl money on
(b) not Known to the Company, not recorded in the Public the estate or interest covered hereby in the land described in
Records at Date of Policy, but Known to the Insured Schedule A because of Unmarketable Title,
Claimant
Form 5019648-A (2/1/10) Page 2 of 17 T-1 Owner's Policy of Title Insurance (Rev. 2-1-10)
CONDITIONS
DEFINITION OF TERMS.
The following terms when usetl 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 tlate tlesignated as "Date of Policy" in
Schetlule 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, tlistribution or reorganization;
(C) successors to an Insured by its conversion to
another kintl of Entity;
(D) a grantee of an Insured untler a tleed delivered
without payment of actual valuable consitleration
conveying the Title;
(1) If the stock, shares, memberships, or other
equity interests of the grantee are wholly-
owned by the nametl Insured,
(2) If the grantee wholly owns the named
Insured,
(3) If the grantee is wholly-ownetl by an
affiliatetl Entity of the named Insured,
provided the affiliated Entity antl 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 createtl by a written instrument
established by the Insuretl nametl in
Schedule A for estate planning purposes,
(ii) With regartl to (A), (B), (C) and (D) reserving, however,
all rights and defenses as to any successor that the
Company would have had against any pretlecessor
Insuretl,
(e) "Insured Claimant": an Insured claiming loss or tlamage,
(fl "Knowletlge" or "Known"; actual knowledge, not
constructive knowledge or notice that may be imputetl 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 describetl in Schetlule A, and affixed
improvements that by law constitute real property. The term
"Land" does not include any property beyond the lines of the
area describetl 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 antl from the Lantl
is insured by this policy.
(h) "Mortgage"; mortgage, deed of trust, trust deed, or other
security instrument, including ane evitlencetl by electronic
means authorized by law,
2.
�
(i) "Public Records"; records establishetl untler state statutes
at Date of Policy for the purpose of imparting constructive
notice of matters relating to real property to purchasers for
value antl without Knowledge. With respect to Covered
Risk 5(d), "Public Recortls" shall also include environmental
protection liens filed in the records of the clerk of the United
States District Court for the district where the Lantl is
located.
(j) "Title"; the estate or in[erest described in Schedule A.
(k) "Unmarketable Title": Title affectetl by an alleged or
apparent matter that woultl 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 tlelivery of marketable
title.
CONTINUATION OF INSURANCE.
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 holtls an obligation
secured by a purchase money Mortgage given by a purchaser
from the Insuretl, 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 in[erest in
the Land, or (ii) an obligation securetl by a purchase money
Mortgage given to the Insured,
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 Insuretl 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
prejudicetl by the failure of the Insured Claimant to provide
prompt notice, the Company's liability to the Insured Claimant
under the policy shall be retlucetl to the extent of the prejutlice,
When, after the Date of the Policy, the Insured notifies the
Company as requiretl herein of a lien, encumbrance, ativerse
claim or other defect in Title insured by this policy that is not
exclutled or excepted from the coverage of this policy, the
Company shall promptly investigate the charge to determine
whether the lien, encumbrance, adverse claim or tlefect or
other matter is valitl 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
Insuretl's claim or charge under the policy, If the Company
conclutles that the lien, encumbrance, adverse claim or defect
is not covered by this policy, or was otherwise addressed in the
closing of the transaction in connection with which this policy
was issued, the Company shall specifically advise the Insured
of the reasons For its determination, If the Company concludes
that the lien, encumbrance, adverse claim or defect is valitl, the
Company shall take one of the following actions; (i) institute the
necessary proceedings to clear the lien, encumbrance, ativerse
claim or defect from the Title as insured; (ii) indemnify the
Insured as providetl 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
Form 5019648-A (2/1/10) Page 3 of 17 T-1 Owner's Policy of Title Insurance (Rev. 2-1-10)
CONDITIONS (Continued)
tltle insurance without exception for the lien, encumbrance, aitl (i) in securing evidence, obtaining witnesses,
ativerse claim or defect, said policy to be in an amount equal to prosecuting or defending the action or proceetling, or
the current value of the Land or, if a mortgagee policy, the effecting settlement, and (ii) in any other lawful act that in
amount of the loan; (iv) indemnify another title insurance the opinion of the Company may be necessary or tlesirable
company in connection with its issuance of a policy(ies) of title to establish the Title or any other matter as insured. If the
insurance without exception for the lien, encumbrance, ativerse Company is prejutlicetl by the failure of the Insured to
claim or defect; (v) secure a release or other tlocument furnish the required cooperation, the Company's obligations
discharging the lien, encumbrance, adverse claim or defect; or to the Insuretl untler the policy shall terminate, inclutling
(vi) undertake a combination of (i) through (v) herein, any liability or obligation to defend, prosecute, or continue
4. PROOF OF LOSS. any litigation, with regard to the matter or matters requiring
In the event the Company is unable to tletermine the amount of such cooperation.
loss or tlamage, the Company may, at its option, require as a (b) The Company may reasonably require the Insured
condition of payment that the Insuretl Claimant furnish a signetl Claimant to submit to examination under oath by any
proof of loss. The proof of loss must tlescribe the defect, lien, authorized representative of the Company and to produce
encumbrance or other matter insured against by this policy that for examination, inspection and copying, at such
constitutes the basis of loss or tlamage and shall state, to the reasonable times and places as may be tlesignated by the
extent possible, the basis of calculating the amount of the loss authorizetl representative of the Company, all recortls, in
or damage, whatever medium maintained, inclutling books, ledgers,
5. DEFENSE AND PROSECUTION OF ACTIONS. checks, memorantla, correspondence, reports, e-mails,
(a) Upon written request by the Insuretl, and subject to the tlisks, tapes, and videos whether bearing a tlate before or
options contained in Sections 3 and 7 of these Contlitions, after Date of Policy, that reasonably pertain to the loss or
the Company, at its own cost antl without unreasonable damage, Further, if requested by any authorized
delay, shall provitle for the defense of an Insured in litigation representative of the Company, the Insured Claimant shall
in which any thirtl party asserts a claim covered by this grant its permission, in writing, for any authorized
policy ativerse to the Insured, This obligation is limited to representative of the Company to examine, inspect antl
only those stated causes of action alleging matters insured copy all of these recortls in the custody or control of a third
against by this policy, The Company shall have the right to party that reasonably pertain to the loss or damage, All
select counsel of its choice (subject to the right of the information designated as confidential by the Insured
Insuretl to object for reasonable cause) to represent the Claimant provided to the Company pursuant to this Section
Insured as to those statetl causes oF action, It shall not be shall not be disclosed to others unless, in the reasonable
liable for antl will not pay the fees of any other counsel. The judgment of the Company, it is necessary in the
Company will not pay any fees, costs or expenses incurred atlministration of the claim, Failure of the Insured Claimant
by the Insured in the defense of those causes of action that to submit for examination untler oath, produce any
allege matters not insured against by this policy. reasonably requested information or grant permission to
(b) The Company shall have the right, in addition to the options secure reasonably necessary information from third parties
contained in Sections 3 and 7, at its own cost, to institute as required in this subsection, unless prohibited by law or
and prosecute any action or proceeding or to tlo any other governmental regulation, shall terminate any liability of the
act that in its opinion may be necessary or desirable to Company under this policy as to that claim.
establish the Title, as insured, or to prevent or retluce loss 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS;
or tlamage to the Insured. The Company may take any TERMINATION OF LIABILITY.
appropriate action under the terms of this policy, whether or In case of a claim under this policy, the Company shall have the
not it shall be liable to the Insured, The exercise of these following additional options:
rights shall not be an atlmission of liability or waiver of any (a) To Pay or Tender Payment of the Amount of Insurance,
provision of this policy, If the Company exercises its rights To pay or tender payment of the Amount of Insurance
under this subsection, it must tlo so tliligently, under this policy together with any costs, attorneys' fees
(c) Whenever the Company brings an action or asserts a and expenses incurred by the Insured Claimant that were
defense as requiretl or permittetl by this policy, the authorized by the Company up to the time of payment or
Company may pursue the litigation to a final tletermination tender of payment antl that the Company is obligated to
by a court of competent juristliction and it expressly pay.
reserves the right, in its sole discretion, to appeal from any Upon the exercise by the Company of this option, all liability
adversejutlgment or ortler, and obligations of the Company to the Insured under this
6. DUTY OF INSURED CLAIMANT TO COOPERATE. policy, other than to make the payment required in this
(a) In all cases where this policy permits or requires the subsection, shall terminate, including any liability or
Company to prosecute or provide for the defense of any obligation to defend, prosecute, or continue any litigation.
action or proceeding and any appeals, the Insured shall (b) To Pay or Otherwise Settle With Parties Other than the
secure to the Company the right to so prosecute or provitle Insuretl or With the Insured Claimant.
defense in the action or proceeding, including the right to (i) To pay or otherwise settle with other parties for or in the
use, at its option, the name of the Insured for this purpose. name of an Insured Claimant any claim insured against
Whenever requested by the Company, the Insuretl, at the under this policy, In addition, the Company will pay any
Company's expense, shall give the Company all reasonable costs, attorneys' fees antl expenses incurred by the
Insured Claimant that were authorized by the Company
up to the time of payment antl that the Company is
Form 5019648-A (Z/1/10) Page 4 of 17 T-1 Owner's Policy of Title Insurance (Rev. 2-1-10)
CONDITIONS (Con[inued)
obligated to pay; or 11. LIABILITY NONCUMULATIVE.
(ii) to pay or otherwise settle with the Insured Claimant the The Amount of Insurance shall be retlucetl by any amount the
loss or damage providetl for untler this policy, together Company pays under any policy insuring a Mortgage to which
with any costs, attorneys' fees antl expenses incurred exception is taken in Schedule B or to which the Insured has
by the Insured Claimant that were authorized by the agreetl, assumetl, or taken subject or which is executed by an
Company up to the time of payment and that the Insured after Date of Policy and which is a charge or lien on the
Company is obligated to pay, Upon the exercise by the Title, antl the amount so paid shall be deemetl a payment to the
Company of either of the options provided for in Insured under this policy,
subsections (b)(i) or (ii), the Company's obligations to 12. PAYMENT OF LOSS.
the Insured under this policy for the claimetl loss or When liability and the extent of loss or damage have been
tlamage, other than the payments required to be made, tlefinitely fixed in accordance with these Conditions, the
shall terminate, including any liability or obligation to payment shall be made within 30 days.
defend, prosecute or continue any litigation. 13. RIGHTS OF RECOVERY UPON PAYMENT OR
8. DETERMINATION AND EXTENT OF LIABILITY. SETTLEMENT.
This policy is a contract of intlemnity against actual monetary (a) Whenever the Company shall have settled and paitl a claim
loss or tlamage sus[ainetl or incurred by the Insuretl Claimant under this policy, it shall be subrogatetl and entitled to the
who has suffered loss or tlamage by reason of matters insuretl rights of the Insuretl Claimant in the Title and all other rights
against by this policy, and remedies in respect to the claim that the Insured
(a) The extent of liability of the Company for loss or tlamage Claimant has against any person or property, to the extent
under this policy shall not exceed the lesser of; of the amount of any loss, costs, attorneys' fees and
(i) the Amount of Insurance; or expenses paitl by the Company, If requestetl by the
(ii) the difference between the value of the Title as insuretl Company, the Insuretl Claimant shall execute documents to
antl the value of the Title subject to the risk insured evidence the transfer to the Company of these rights and
against by this policy. remedies, The Insuretl Claimant shall permit the Company
(b) If the Company pursues its rights under Section 3 or 5 antl to sue, compromise or settle in the name of the Insuretl
is unsuccessful in establishing the Title, as insured, Claimant and to use the name oF the Insured Claimant in
(i) the Amount of Insurance shall be increased by 10°/o, any transaction or litigation involving these rights and
and remedies.
(ii) the Insuretl Claimant shall have the right to have the If a payment on account of a claim does not fully cover the
loss or damage determined either as of the date the loss of the Insured Claimant, the Company shall defer the
claim was made by the Insuretl Claimant or as of the exercise of its right to recover until after the Insured
date it is settled and paid. Claimant shall have recovered its loss.
(c) In addition to the extent of liability untler (a) and (b), the (b) The Company's right of subrogation includes the rights oF
Company will also pay those costs, attorneys' Fees antl the Insuretl to indemnities, guaranties, other policies of
expenses incurretl in accortlance with Sections 5 antl 7 of insurance or bonds, notwithstanding any terms or
these Conditions, conditions contained in those instruments that address
9. LIMITATION OF LIABILITY. subrogation rights,
(a) If the Company establishes the Title, or removes the alleged 14. ARBITRATION.
tlefect, lien or encumbrance, or cures the lack of a right of Either the Company or the Insured may tlemand that the claim or
access to or from the Lantl, all as insured, or takes action in controversy shall be submitted to arbitration pursuant to the Title
accortlance with Section 3 or 7, in a reasonably diligent Insurance Arbitration Rules of the American Land Title
manner by any methotl, including litigation antl the Association ("Rules"), Except as provided in the Rules, there shall
completion of any appeals, it shall have fully performed its be no jointler or consolidation with claims or controversies of
obligations with respect to that matter and shall not be liable other persons, Arbitrable matters may include, but are not limited
for any loss or damage causetl to the Insured. to, any controversy or claim between the Company and the
(b) In the event of any litigation, including litigation by the Insured arising out of or relating to this policy, any service in
Company or with the Company's consent, the Company connection with its issuance or the breach of a policy provision, or
shall have no liability for loss or damage until there has to any other controversy or claim arising out of the transaction
been a final determination by a court of competent giving rise to this policy, All arbitrable matters when the Amount
juristliction, antl tlisposition of all appeals, adverse to the of Insurance is $2,000,000 or less shall be arbitrated at the option
Title, as insured, of either the Company or the Insured, unless the Insured is an
(c) The Company shall not be liable for loss or tlamage to the individual person (as tlistinguished from an Entity). All arbitrable
Insured for liability voluntarily assumed by the Insured in matters when the Amount of Insurance is in excess of $2,000,000
settling any claim or suit without the prior written consent of shall be arbitrated only when agreed to by both the Company and
the Company, the Insured, Arbitration pursuant to this policy and under the
10. REDUCTION OF INSURANCE; REDUCTION OR Rules shall be binding upon the parties, Jutlgment upon the
TERMINATION OF LIABILITY. awartl rentleretl by the Arbitrator(s) may be enteretl in any court
All payments untler this policy, except payments made for costs, of competentjurisdiction,
attorneys' fees and expenses, shall reduce the Amount of Insurance
by the amount of the payment,
Form 5019648-A (2/1/10) Page 5 of 17 T-1 Owner's Policy of Title Insurance (Rev. 2-1-1D)
CONDITIONS (Continued)
15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE 16. SEVERABILITY.
CONTRACT. In the event any provision of this policy, in whole or in part, is
(a) This policy together with all endorsements, if any, attached heltl invalitl or unenforceable under applicable law, the policy
to it by the Company is the entire policy and contract shall be deemed not to include that provision or such part held
between the Insured and the Company. In interpreting any to be invalid antl all other provisions shall remain in full force
provision of this policy, this policy shall be construed as a and effect.
whole, 17. CHOICE OF LAW; FORUM.
(b) Any claim of loss or damage that arises out of the status of (a) Choice of Law: The Insured acknowledges the Company
the Title or by any action asserting such claim, shall be has underwritten the risks covered by this policy and
restricted to this policy. determined the premium chargetl therefor in reliance upon
(c) Any amentlment of or entlorsement to this policy must be in the law affecting interests in real property and applicable to
writing and authenticated by an authorizetl person, or the interpretation, rights, remedies or enforcement of
expressly incorporated by Schedule A of this policy. policies of title insurance of the juristliction where the Land
(d) Each entlorsement to this policy issued at any time is matle is located,
a part of this policy and is subject to all of its terms antl Therefore, the court or an arbitrator shall apply the law of
provisions. Except as the endorsement expressly states, it the jurisdiction where the Lantl is locatetl to tletermine the
does not (i) modify any of the terms and provisions of the validity of claims against the Title that are ativerse to the
policy, (ii) modify any prior endorsement, (iii) extend the Insured, and in interpreting antl enforcing the terms of this
Date of Policy or (iv) increase the Amount of Insurance. policy, In neither case shall the court or arbitrator apply its
Each Commitment, endorsement or other form, or provision conflicts of laws principles to determine the applicable law,
in the Schetlules to this policy that refers to a term defined (b) Choice of Forum: Any litigation or other proceeding brought
in Section 1 of the Conditions shall be tleemetl to refer to by the Insured against the Company must be filed only in a
the term regardless of whether the term is capitalizetl in the state or federal court within the Unitetl States of America or
Commitment, endorsement or other form, or Schetlule. its territories having appropriatejuristliction.
Each Commitment, endorsement or other form, or provision 18. NOTICES, WHERE SENT.
in the Schedules that refers to the Conditions antl Any notice of claim and any other notice or statement in writing
Stipulations shall be deemed to refer to the Contlitions of required to be given to the Company untler this Policy must be
this policy, given to the Company at First American Title Insurance
Company, Attn: Claims National Intake Center, 1 First
American Way, Santa Ana, California 92707. Phone: 888-
632-1642.
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Form 5019648-A (2/1/10) Page 6 of 17 T-1 Owner's Policy of Title Insurance (Rev. 2-1-10)
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Schedule A
Owner Policy of Title Insurance (T-1)
ISSUED BY
First American Title Insurance Company
POLICY NUMBER
1003-19426-RTT
Name and Address of Title Insurance Company:
First American Title Insurance Company, 1500 South Dairy Ashford, Suite 300, Houston, TX 77077.
File No.: 1003-19426-RTT
Date of Policy: 12/28/2012 at 12:23PM
Address for Reference only:
Amount of Insurance: $1,000,000.00 Premium: $7,061.25
1. Name of Insured:
City of Denton, Texas, a Texas Home Rule Municpal Corporation
2. The estate or interest in the Land that is insured by this policy is:
FEE SIMPLE
3. Title is insured as vested in:
City of Denton, Texas, a Texas Home Rule Municpal Corporation
4. The land referred to in this policy is described as follows:
See Exhibit A attached hereto and made a part hereof.
Form 5019648-A (2/1/10) Page 7 of 17 T-1 Owner's Policy of Title Insurance (Rev. 2-1-10)
EXHIBIT "A"
SITUATED in the City of Denton, Denton County, Texas, and being a tract of land in the N. H. Meisenheimer
Survey, Abstract No. 810, and being a portion of that certain parcel described as a residue tract called Section 3,
Tract Fifteen, in deed to Rayzor Investments, Ltd. recorded in Volume 1796, Page 601, Denton County Deed
Records, and said portion being more fully described as follows:
BEGINNING at a 5/8" iron rod found in place for the southwest corner of said Tract Fifteen and the northwest
corner of that certain tract conveyed to the City of Denton for a part of North Lakes Park by deed recorded in
Volume 697, Page 213, of said Deed Records, said point being also the southeast corner of that certain tract
conveyed to Samuel J. and Dorothy Marino by deed recorded in Volume 1087, Page 244, of said Deed Records,
and the northeast corner of that certain portion of said North Lakes Park conveyed to the City of Denton by
instrument recorded in Volume 704, Page 265, of said Deed Records;
THENCE North 1 degree, 48 minutes, 55 seconds East with the common line between said Tract Fifteen and said
Marino tract and partially along a fence line, passing the south line of Riney Road, a variable width right-of-way
public road, continuing in all 921.30 feet to a MAG nail for the common north corner of said Tract Fifteen and said
Marino tract in the south line of that certain tract conveyed to Coti Joint Venture by deed recorded in Volume
5322, Page 197, of said Deed Records;
THENCE South 88 degrees, 48 minutes East with the north line of said Tract Fifteen and said south line of Coti
tract, in and near the center of the asphalt pavement of said Riney Road, 1229,12 feet to the northwest corner of
that certain Parcel 14 conveyed to the State of Texas for U. S. Highway 77 Business Route (Sanger Road) by
deed recorded in Volume 4263, Page 1337, of said Deed Records;
THENCE South 1 degree, 21 minutes, 20 seconds West with the west line of said State of Texas tract, passing
said south line of Riney Road, in all 40.0 feet to a 5/8" iron rod found in place for the westerly southwest corner
of said State of Texas tract;
THENCE South 88 degrees, 38 minutes, 40 seconds East with the most westerly south line of said State of Texas
tract, 151.68 feet to a"TXDOT" capped 5/8" iron rod found in place for an angle point in said State of Texas
tract;
THENCE South 58 degrees, 02 minutes, 30 seconds East with a southwesterly line of said State of Texas tract,
390.0 feet to an "RPLS 1640" capped 5/8" iron rod found in place for the most northerly corner of that certain
tract conveyed to the City of Denton by deed recorded under County Clerk's File No. 2009-24361;
THENCE crossing said Rayzor Investments tract with the westerly and northwesterly line of said City of Denton
tract that is described in instrument recorded under County Clerk's File No. 2009-24361, the following courses
and distances;
South 13 degrees, 02 minutes, 30 seconds East, 35.36 feet to an "RPLS 1640" capped 5/8" iron rod set;
South 31 degrees, 57 minutes, 30 seconds West, 390.30 feet to an "RPLS 1640" capped 5/8" iron rod set for the
beginning of a curve whose center bears North 58 degrees, 02 minutes, 30 seconds West, 200.0 feet; and,
southwesterly with said curve, 206.35 feet to an "RPLS 1640" capped 5/8" iron rod set for the end of said curve
and the most westerly corner of said City of Denton tract that is described in instrument recorded under County
Clerk's File No. 2009-24361, in a south line of said Tract Fifteen and a north line of said City of Denton tract
described in Volume 697, Page 213;
THENCE North 88 degrees, 55 minutes, 40 seconds West with a south line of said Tract Fifteen and a north line
of said City of Denton tract that is described in instrument recorded in Volume 697, Page 213, 911.24 feet to a
5/8" iron rod found in place for an angle point in said common lines;
Form 5019648-A (2/1/10) Page 8 of 17 T-1 Owner's Policy of Title Insurance (Rev. 2-1-10)
THENCE South 66 degrees, 05 minutes, 05 seconds West (Base Bearing from City of Denton deed in Volume 697,
Page 213, of said Deed Records), continuing with common lines between said Tract Fifteen and said City of
Denton tract described in Volume 697, Page 213, 499.39 feet to the PLACE OF BEGINNING, and containing
26.600 acres (1,158,700 square feet),
Note: The Company is prohibited from insuring the area or quantity of the land described herein. Any statement
in the above legal description of the area or quantity of land is not a representation that such area or quantity is
correct, but is made only for informational and/or identification purposes and does not override Item 2 of
Schedule B hereof.
Form 5019648-A (2/1/10) Page 9 of 17 T-1 Owner's Policy of Title Insurance (Rev. 2-1-10)
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550 Bailey Avenue, Suite 100
Fort Worth, TX 76107
(817)877-1481
(817)654-0008
Form 5019648-A (2/1/10) Page 10 of 17 T-1 Owner's Policy of Title Insurance (Rev, 2-1-10)
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Schedule B
File No, 1003-19426-RTT
Owner Policy of Title Insurance (T-1)
ISSUED BY
First American Title Insurance Company
POLICY NUMBER
1003-19426-RTT
This policy does not insure against loss or damage (and the Company will not pay costs, attorney's 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:
2.
3.
4.
The following restrictive covenants of record itemized below:
(the Company must either insert specific recording data or delete this exception)
a. Item 1 of Schedule B is hereby deleted in its entirety.
Shortages in area.
Homestead or community property or survivorship rights, if any, of any spouse of any Insured.
Any titles or rights asserted by anyone, including but not limited to, persons, the public, corporations,
governments or other entities,
b.
c.
d.
e.
to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams,
lakes, bays, gulfs or oceans, or
to lands beyond the line of the harbor or bulkhead lines as established or changed by any
government, or
to filled-in lands, or artificial islands, or
to statutory water rights, including riparian rights, or
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.
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)
Mineral lease together with all rights, privileges and immunities incident thereto, to A.E.
Dean, from Frank N. Riney and wife, Cora Riney, described in instrument filed 05/26/1950,
recorded in Volume 365, Page 57, Real Property Records, Denton County, Texas. Title to said
interest not checked subsequent to the date thereof.
Easement granted by Cora Riney to Texas Power & Light Company, filed 07/08/1958, recorded in
Volume 438,, Page 321, Real Properly Records, Denton County, Texas, and as noted on survey of
Robert "Bob" Viscome, R.P.L.S. No. 5605, dated 06/22/2012 ,
c. Drainage Easement granted by Eugenia Porter Rayzor, et al, and Rayzor Investment Company, to
the City of Denton, filed 06/14/1974, recorded in Volume 710, Page 881, Real Property Records,
Form 5019648-A (Z/1/10) Page 11 of 17 T-1 Owner's Policy of Title Insurance (Rev. 2-1-10)
Denton County, Texas, and as shown on survey of Robert "Bob" Viscome, R.P.L.S. No. 5605,
dated 06/22/2012,
d, Sewage Easement granted by Rayzor Investments, Ltd., to the City of Denton, filed 06/29/1987,
recorded in Volume 2187, Page 769, Real Property Records, Denton County, Texas, and as
shown on survey of Robert "Bob" Viscome, R,P.L.S. No. 5605, dated 06/22/2012.
e. Mineral lease, together with all rights privileges and immunities incident thereto, to Voyager
Partners, Ltd., as Lessee, from Rayzor Investments, Ltd., as Lessor, as evidenced by
Memorandum of Oil and Gas Lease and Notice of Surface Use Agreement,
filed 09/15/2006, recorded in cc# 2006-114481, Real Property Records, Denton County,
Texas. Title to said interest not checked subsequent to the date thereof.
Title to all coal, lignite, oil, gas and other minerals in, under and that may be produced from the
land, together with all rights, privileges, and immunities relating thereto, all of such interest, to
the e�ent not previously reserved or conveyed being described in
instrument filed 07/22/2011, recorded in cc# 2011-67797, Real
Property Records, Denton County, Texas. Title to said interest not checked subsequent to the
date thereof.
g. Rights of John Smith, a party in possession, under oral lease,
h. Easement granted by Rayzor Investments, Ltd, to City of Denton, filed 04/02/2001, recorded in
Volume 4807, Page 3164, Real Property Records of Denton County, Texas, and as shown on
survey of Robert "Bob" Viscome, R.P.L.S. No. 5605, dated 06/22/2012.
Rights, if any, of third parties with respect to following matters as shown on survey of Robert
"Bob" Viscome, R.P.L.S. No. 5605, dated 06/22/2012:
i) That portion of subject land within asphalt paving and Riney Road, along northerly boundary
line;
ii) buried telephone signs and pedistals along northerly boundary line;
iii) fence off property along westerly boundary line along a drainage ditch.
j. Title to all coal, lignite, oil, gas and other minerals in, under and that may be produced from the
land, together with all rights, privileges, and immunities relating thereto, all of such interest, to
the extent not previously reserved or conveyed being described in Mineral Deed from Rayzor
Investments, Ltd. to RIL Mineral Holdings, LP, filed 12/20/2012, recorded in 2012-144338, Real
Property Records, Denton County, Texas. Title to said interest not checked subsequent to the
date thereof.
Form 5019648-A (2/1/10) Page 12 of 17 T-1 Owner's Policy of Title Insurance (Rev. 2-1-10)
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RESTRICTIONS, ENCROACHMENTS, MINERALS -
OWNER POLICY ENDORSEMENT (T-19.1)
Issued by
First American Tit/e Insurance Company
Attached to Policy No.: 1003-19426-RTT
File No.: 1003-19426-RTT
The Company insures against loss or damage sustained by the Insured by reason of;
The existence, at Date of Policy, of any of the following unless expressly excepted in Schedule B;
a. Present violations on the Land of any enforceable covenants, conditions, or restrictions, or any
existing improvements on the Land that violate any building setback lines shown on a plat of
subdivision recorded or filed in the Public Records.
b. Any instrument referred to in Schedule B as containing covenants, conditions, or restrictions on
the Land that, in addition, (i) establishes an easement on the Land, (ii) provides for an option to
purchase, a right of first refusal, or the prior approval of a future purchaser or occupant, or (iii)
provides a right of reentry, possibility of reverter, or right of forfeiture because of violations on
the Land of any enforceable covenants, conditions, or restrictions.
c. Any encroachment of existing improvements located on the Land onto adjoining land, or any
encroachment onto the Land of existing improvements located on adjoining land.
d. Any encroachment of existing improvements located on the Land onto that portion of the Land
subject to any easement excepted in Schedule B.
e. Any notices of violation of covenants, conditions, or restrictions relating to environmental
protection recorded or filed in the Public Records.
2. Damage to existing buildings that are located on or encroach upon that portion of the Land subject to
any easement excepted in Schedule B, which damage results from the exercise of the right to maintain
the easement for the purpose for which it was granted or reserved,
3. Damage to improvements (excluding lawns, shrubbery, or trees) located on the Land on or after Date of
Policy resulting from the future exercise of any right existing at Date of Policy to use the surface of the
Land for the extraction or development of minerals excepted from the description of the Land or
excepted in Schedule B.
4. Any final court order or judgment requiring the removal from any land adjoining the Land of any
encroachment, other than fences, landscaping, or driveways, excepted in Schedule B.
5. Any final court order or judgment denying the right to maintain any existing building on the Land because
of any violation of covenants, conditions, or restrictions, or building setback lines shown on a plat of
subdivision recorded or filed in the Public Records.
Wherever in this endorsement the words "covenants, conditions, or restrictions" appear, they do not include the
terms, covenants, conditions, or limitations contained in an instrument creating a lease.
As used in paragraphs l.a. and 5, the words "covenants, conditions, or restrictions" do not include any
covenants, conditions, or restrictions (a) relating to obligations of any type to perform maintenance, repair, or
remediation on the Land, or (b) pertaining to environmental protection of any kind or nature, including hazardous
or toxic matters, conditions, or substances, except to the extent that a notice of a violation or alleged violation
affecting the Land has been recorded or filed in the Public Records at Date of Policy and is not excepted in
Schedule B.
This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the
terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv)
Form 5019648-A (2/1/10) Page 13 of 17 T-1 Owner's Policy of Title Insurance (Rev. 2-1-10)
increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is
inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this
endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements,
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Form 501964S-A (2/1/10) Page 14 of 17 T-1 Owner's Policy of Title Insurance (Rev. 2-1-LO)
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Important Notice
ISSUED BY
First American Title Insurance Company
IMPORTANT NOTICE AVISO 1MPORTANTE
To obtain information or make a complaint: Para obtener informacion o para somefer una queja:
You may call First American Title Insurance Company's Usted puede !lamar al numero de telefono grafis de First
toll-free telephone number for information or to make a American Tifle lnsurance Company's para informacion o
complaint at: para someter una queja a!:
9-888-632-?642 9-888-632-1642
You may also write to First American Tifle lnsurance Usted fambien puede escribir a First American Title
Company at: Insurance Company:
1 First American Way 9 First American Way
Sanfa Ana, California 92707 Santa Ana, California 92707
You may confact the Texas Department of lnsurance to Puede comunicarse con el Departamento de Seguros de
obtain information on companies, coverages, rights or Texas para obtener informacion acerca de companias,
complaints at: coberturas, derechos o quejas al:
1-800-252-3439 1-800-252-3439
You may write the Texas Department of Insurance: Puede escribir a! Departamento de Seguros de Texas;
P.O. Box 949904 P.O. Box 149104
Austin, TX 78794-9104 Austin, TX 78714-9904
Fax: (512) 475-1771 Fax: (592) 475-1771
Web: http://www.tdi.state.tx.us Web: http,//www.tdi.state.tx.us
E-mail: ConsumerProtectron@fdi.state.tx.us E-mail: ConsumerProtection@tdi.state.tx.us
PREMIUM OR CLAIM DISPUTES: DISPUTAS SOBRE PRlMAS O RECLAMOS:
Should you have a dispute concerning your premium or Si fiene una disputa concerniente a su prima o a un
about a claim you should contact First American Title reclamo, debe comunicarse con el First American Title
lnsurance Company first. !f the dispute is not resolved, you Insurance Company primero. Si no se resuelve la disputa,
may contact the Texas Department of Insurance. puede entonces comunicarse con e! departamento (TDl).
ATTACH THIS NOTICE TO YOUR POLICY: UNA ESTE A V1S0 A SU POLIZA:
This notice is for information only and does nof become a Este aviso es so/o para proposito de informacion y no se
part or condition of the attached document. convierte en parte o condicion del documento adjunto.
Form 50-TXNOTICE (11-1-09) Page 1 of 1 Mandatory Complaint Notice (11-1-09)
Texas
Form 5019648-A (2/1/10) Page 15 of 17 T-1 Owner's Policy of Title Insurance (Rev, 2-1-10)
REPUBLIC TITLE OF TEXAS, INC.
PRIVACY STATEMENT
��t:#y��E�L�IC `�'t'[`l��.:�
a Subsidiary of
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Republic Title of Texas, Inc. (*RTT*) is a wholly owned subsidiary oF First American Title Insurance Company. R7T and its subsidiary and affiliated companies respect the privacy and
security of your non-public personal InFormation ("Personal information'� and protecting your Personal Its formation is one of our top prlorities. This Privacy Statement explains RTT's
privacy practices, including how we use tire Personal Information we receive from you and from other speclfied sources, and to whom it may be disclosed. RTT follows the privacy
practices described (n this Privacy Statement and, depending on use business performed, RTT may share information described hereln.
Applicability
This Privacy Policy governs our use of the information that you provide to us. It does not govern the manner in which we may use information we have obtained from any other source,
such as information obtained from a public record or from another person or entity. RTT and First American have also adopted broader guidelines that govern our use of Personal
InFormation regardless of its source. F(rst American calls these guidelines Its Falr Information Values.
Types of Information
Depending upon which of our services you are utilizing, the types oF nonpublic Personal Information that we may collect Include:
� Information we recelve from you on applicatlons, forms and In other communlcatlons to us. whether in writing, in person, by telephone or any other means;
+ Information about your transactions with us, our affiliated companies, or others;
* Information we receive from a consumer reportlng agency; and
� Information from you through our Internet websites, such as your name, address, email address, Internet Protocol address, the website Iinks you used to get to our websttes, and
your activity while using or reviewing our websites.
Uses of Information
We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your Personal Information to
nonafflllated parties except: (1) as necessary for us to provlde the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information
indefinitely, including the period after which any customer relat(onship has ceased. Such informatlon may be used for any internal purpose, such as quality control efforts or customer
analysis. We may also provide all of the types of Personal Information listed above to one or more of our affiliated mmpanies. Such affiliated companies Include financial service providers,
such as title insurers, property and casualty insurers, and trust and investment advisory companies, or �ompanles Involved in real estate servlces, such as appralsal companies, home
warranty companies and escrow companles. Furthermore, we may also prov(de all the information we collect, as described above, to companies that perform marketing services on our
behalf, on behalf of our affiliated companies or to other financial institutions with whom we or our affillated companies have jolnt marketing agreements.
Former Customers
Even iF you are no longer our customer, our Privacy Policy will continue to apply to you.
Confidentiality and Security
We will use our best efforts to ensure that no unauthorized parties have access to any of your Personal Informatlon. We restrict access to Personal Information about you to those
Indivlduals and entities who need to know that inFormation to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure
that your Personal Informatlon will be handled responsibly and in accordance with this Privacy Policy and RlT and First American's Fair Informatton Values. We currently maintain physical,
electronic, and procedural safeguards that comply with federal regulations to guard your Personal Information.
Information Obtained Through Our Web Site
RTT and First American Financial Corporation are sensitive to privacy issues on the Internet. We believe it is important you know how we treat the information about you we receive on
the Internet. In general, you can visit RTT or First American or its affiliates' Web sites on the World Wide Web without telling us who you are or revealing any information about yourself.
Our Web servers collect the domain names, not the email addresses, of visitors. This information is aggregated to measure the number of vislts, average time spent on the site, pages
viewed and similar informatlon. RTT and First American use this information to measure the use of our site and to develop ideas to improve the content of our site.
There are times, however, when we may need information from you, such as your name and email address. When information is needed, we will use our best efforts to let you know at
the time of collectlon how we will use the Personal Information. Usually, the Personal Information we collect is used only by us to respond to your inquiry, process an order or allow you to
access specific account/proFlle informatlon. If you choose to share any Personal Information with us, we will only use it Its accordance with the policies outlined abwe.
Business Relationships
RTT and First American Financlal Corporation's sltes and its affiliates' sites may contain links to other Web sites. Whlle we try to link only to sites that share our high standards and respect
for privacy, we are not responsible for the content or the privacy practices employed by other sites.
Cookies
Some of RTT's and Flrst American's Web sites may make use of "cookie" technology to measure site activity and to customize information to your personal tastes. A cookie is an element
of data that a Web site can send to your browser, which may then store the cookie on your hard drive. Republlctltle.com and FirstAm.com use stored cookies. The goal of this txhnology
is to better serve you when vlslting our site, save you time when you are here and to provide you with a more meaningful and productive Web site experience.
Fair Information Values
+ Fairness We consider consumer expxtations about their privacy in all our businesses. We only offer products and services that assure a favorable balance between consumer
benefits and consumer privacy.
» Public Record We believe that an open public record creates signlficant value for sodety, enhances consumer choice and creates consumer opportunity. We actively support an
open public record and emphasize its importance and contrl6ution to our economy.
+ Use We believe we should behave responslbly when we use Information about a consumer in our business. We will obey the laws governing the collectlon, use and dissemination
of data.
* Aauracy We will take reasonable steps to help assure the accuracy of the data we collect, use and disseminate. Where possible, we will take reasonable steps to correct
inaccurate information. When, as with the public record, we cannot �orrect inaccurate Information, we wlll take all reasonable steps to assist consumers in Identifying the source
of the erroneous data so that the consumer can secure the required corrections.
� Education We endeavor to educate the users of our products and services, our employees and others In our industry about the importance of consumer privacy. We will instruct
our employees on our fair information values and on the responsible collection and use of data. We will encourage others in our industry to collect and use Information in a
responsible manner.
� Security We will maintaln appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain.
Effective Date: August 1, 2011
Form 5019648-A (2/1/SO) Page 16 of 17 T-1 Owner's Policy of Title Insurance (Rev. 2-1-10)
Requests for Correction, Amendment, or Deletion of Personal Information
As required by applicable law, we will afford you the right to access your Personal Information, under certain circumstances tu find out to whom your Personal InFormation has been
dlsclosed, and request corrxtlon or deletion of your Personal Information. However, RTT's current policy is to maintain customers' Personal Information for no less than your state's
required record retention requirements for the purpose oF handling future coverage claims.
For your protection, all requests made under this section must be in writing and must Include your notarized signature to establish your identity. Where permitted by law we may charge a
reasonable fee to cover the casts incurred in responding to suds requests. Please send requestr N:
Republic Title of Texas, Inc.
Peter 5. Graf
General Counsel
2626 Howell Street. lOth Floor
Dallas, Texas 75204
Changes to this Privacy Statement
This privacy Statement may be amended from tlme to time conslstent with applicable privacy laws, When we amend this Privacy Statement, we wlll post a notice of such changes on our
website. The effective date of this Privacy Statement, as stated below, indicates the last time this Privacy Statement was revised or materlally changed.
Form 5019648-A (2/1/10) Page 17 of 17 T-1 Owner's Policy of Title Insurance (Rev. 2-1-10)