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2014-015s:\legal\our documents\ordinances\14\shiron 2.141 ordinance.doc ORDINANCE NO. ZO14-015 AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT OF SALE, BY AND BETWEEN THE CITY OF DENTON, TEXAS ("CITY"), AS BUYER, AND SHIRON 1NVESTMENTS, LLC, A TEXAS LIMITED LIABILITY COMPANY (THE "OWNER"), AS SELLER, TO ACQUIRE FEE SIMPLE TO A 2.141 ACRE TRACT SITUATED 1N THE GIDEON WALKER SURVEY, ABSTRACT NO. 1330, LOCATED 1N THE CITY OF DENTON, DENTON COUNTY, TEXAS, AND BE1NG GENERALLY LOCATED AT 961 S. MAYHILL ROAD; FOR THE PURCHASE PRICE OF FIVE HUNDRED NINETY THOUSAND DOLLARS AND NO CENTS ($590,000.00), AND OTHER CONSIDERATION, AS PRESCRIBED IN THE CONTRACT OF SALE (THE "AGREEMENT"), AS ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT "A"; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, after due consideration of the public interest and necessity and the public use and benefit to accrue to the City of Denton, Texas; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized (a) to execute for and on behalf of the City (i) the Agreement, by and between the City and Owner, in the form attached hereto and made a part hereof as Exhibit "A", with a purchase price of $590,000.00, as prescribed in the Agreement; and (ii) any other documents necessary for closing the transactions contemplated by the Agreement; and (b) to make expenditures in accordance with the terms of the Agreement. SECTION 2. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the �� _ day of �� °�� _, 2014. �.�� ..�„q �� P � d �ry ,a � . . . �� . �w � � �,✓ �� .. � � �-. � � ��-�-�__-y� "' ...... _.,., , ,.____.,. ��, ��.� Bl CI�I.. ��;k�'1: YOR � ,� ��` I G �., ATTEST: JENNIFER WALTERS, CITY SECRETARY : � I� �' �OVED AS TO LEGAL FORM; ANITA BURGESS, CITY ATTORNEY � ��'� �;� , ., , � � By' � � ,�� W��...� ..... ,,..,� ....� .............._ ��. Page 2 STATE OF TEXAS § COUNTY OF DENTON § EXHIBIT "A" TO ORDINANCE CONTRACT OF SALE NOTICE YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOV�, HAVE THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE. This Contract of Sale (the "Contract") is made this /�o`F�d y �' �'�� ' " f� tive D W' 2013, effective as of the date of the execution hereof b y Bu yer, as defined herem (the E� ate"), by a of �`� et� and between Shiron Investments, LLC, a Texas limited liability company (referred to herein as "Seller") and the City of Denton, Texas, a Texas home rule municipal corporation of Denton County, Texas (referred to herein as "Buyer"). RECITALS WHEREAS, Seller owns that certain tract of land being more particularly described on Exhibit "A", attached hereto and made a part hereof for all purposes, being located in Denton County, Texas (the "Land"); and WHEREAS, Seller desires to sell to Buyer, and Buyer desires to buy from Seller, the Land, together with any and all rights or interests of Seller in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures (including, without limitation, trade fixtures) thereon and all other rights and appurtenances to the Land (collectively, the "Property"). ARTICLE I SALE OF PROPERTY For the consideration hereinafter set forth, and upon the terms, conditions and provisions herein contained, and subject to the reservations herein, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, the Property. Seller, subject to the limitation of such reservation made herein, shall reserve, for itself, its, successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Property. Seller, its successors and assigns shall not have the right to use or access the surface of the Property, in any way, manner or form, in connection with or related to the reserved oil, gas, and other mir�erals and/or related to exploration and/or production of the oil, gas and other minerals reserved herein, including without limitation, use or access of the surface of the Property for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and/or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas and other minerals, and/or related to the exploration or production of same. As used herein, the term "other minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances that any reasonable extraction, mining or other exploration and/or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances which are at or near the surface of the Property. The intent of the parties hereto is that the meaning of the term "other minerals" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). As used herein, the term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. ARTICLE II PURCHASE PRICE AND EARNEST MONEY 2.01 Purchase Price. The Purchase Price to be paid to Seller for the Property is the sum of Five Hundred Ninety Thousand and No/l00 Dollars ($590,000.00) (the "Purchase Price"). 2.02 Earnest Money. Buyer shall deposit the sum of One Thousand and No/100 Dollars ($1,OOO.00�� as Earnest Money (herein so called) with Title Resources, LLC, 525 South Loop 288 , Suite 125, Denton, Texas, 76205, (the "Title Company"), as escrow agent, within fourteen (14) calendar days of the Effective Date hereof. All interest earned thereon shall become part of the Earnest Money and shall be applied or disposed of in the same manner as the original Earnest Money deposit, as provided in this Contract. If the purchase contemplated hereunder is consummated in accordance with the terms and the provisions hereof, the Earnest Money, together with all interest earned thereon, shall be applied to the Purchase Price at Closing. In all other events, the Earnest Money, and the interest accrued thereon, shall be disposed of by the Title Company as provided in this Contract. 2.03 Independent Contract Consideration. Within fourteen (14) calendar days after the Effective Date, Buyer shall deliver to the Title Company, payable to and for the benefit of Seller, a check in the amount of One Hundred and No/100 Dollars ($100.00) (the "Independent Contract Consideration"), which amount the parties hereby acknowledge and agree has been bargained for and agreed to as ��ar�w�c1��•�rt�c�� 8��a• Seller's execution and deliv�,r� �7t" t�� ''�a��'��dti. '1��c Independent Contract �`.'"�ta�ic��•��i�.��r� i� i�� addition to, and independent o�"�� a�'��r ��i��i�� g�Yment provided in this �,'��ta°��;1� �� n�t�i��-�•�fundable, and shall be retained �a� ��ll�;�r �'��tv�ai��l��t��i��; ��'��r other provision of this Contract. ARTICLE III TITLE AND SURVEY 3.01 Title Commitment. (a) Within twenty (20) calendar days after the Effective Date, Seller shall cause to be furnished to Buyer a current Commitment for Title Insurance (the "Title Commitment") for the Property, Contract of Sale Page 2 of 34 issued by Title Company. The Title Commitment shall set forth the state of title to the Property, including a list of liens, mortgages, security interests, encumbrances, pledges, assignments, claims, charges, leases (surface, space, mineral, or otherwise), conditions, restrictions, options, severed mineral or royalty interests, conditional sales contracts, rights of first refusal, restrictive covenants, exceptions, easements (temporary or permanent), rights-of-way, encroachments, or any other outstanding claims, interests, estates or equities of any nature (each of which are referred to herein as an "Exception"). (b) Along with the Title Commitment, Seller shall also cause to be delivered to Buyer, at Buyer's ��I� �c��t ��cl ��,��x7s�, true and correct copies of all instruments that create or evidence �xc��C��a�� li�� "�x�:�:�r�ion Documents"), including those described in the Title Commitment as ��c��tic�n� ic� r�vl��c�1� t��t� conveyance will be subject and/or which are required to be released or cured at or prior to Closing. (c) Along with the Title Commitment, Seller shall also cause to be delivered to Buyer, at Seller's expense, a currently dated uniform commercial code financing statement search from the Secretary of State of the State of Texas, and �t��; ��aa�r��%�ai;c� �c��mra�y a��'��rr�y �°c��i��i�� '��` ��. UCC financing statements, covering (i) Sell��r�; (mi�y ��c,� I'�•��rt:�, (�ii� ��1��`'� ��t�r��r�� t� �r' other manager related to the Property, if an}�; �iv� ��II��T'� �°�za��,��;�� 1 �,�r� �m�� `a" ��"�^°� owner of the Property during the past fiv� �� r�, tc��'t��.�" '�d�� «��r� _�� -�� °��Nr�� statements listed in the search. 3.02 Survey. Within thirty (30) calendar days after the Effective Date, Seller shall cause to be prepared at Buyer's expense, a current on the gr�� Nv�.'�'' ��' �� '�"��`��' i�� "��`�'��"'��• "�y�� contents of the Survey shall be prepared by a surve��r° ��,I�a�t�� L��y�� aa�d ��ll �7��,wc�� t1�� Ct��°� prescribed by Buyer, which may include but not �r� ]x��1�a� �� l��i�;t�c�r� ��i' 1,6�� c��t�c�r� c��` ��I� �"c��, streets, easements and rights of way, both on and ��,j�ir�ir��, �� 't.�", ��r ��c��= ��'� �'��" �� plain, fences and improvements and structures of �� k��c� �r�c! ��l��r� ��i I�a��Mtl� �n It�»�� » �, �, 4a C��, '�, 8, 11, 13 and 13 of Table A of the Minimum S��r�c��'� 1.��i� ��r��"�� " �� '�'��'�°�T�� -�� Title Surveys. The Survey shall describe the size +�t 1.�� l��r��e.�r��, ii� ��'�"*�� %��s�"�� r�� bounds description thereof. Seller shall furnish or ��a�� tic� �1�� i"��'�x�� ' ��`��re �""��"��x��`�� assurances, and/or reso��ai.i�r�� r�,��aix'�� 1�� i�m�. '�"�i�� Company in order to amend the survey exception as required by Section :�.d��, t��ir��r. "1"h� �i��r�Catiea'�� of the Property as set forth in the Survey, at the Buyer's election, shall k�� c�� ti�� ci�:s�r�� t�� '�`��p�r��'tY in the deed to convey the Property to Buyer and shall be the description ��t �B<��•�� i�� "��I:'itV� ��li��'� 3.03 Review of Title Commitment, Survey and ��.��ti��u :��w��c*��a��. ��y°��" �k�i,l �� '�"�+�� of fifteen (l5) calendar days (the "Title Review Perfi�c�"'� ��t�r��a��,� ��'it�� tl�a� ��' �a,�y��" ��'��=r�"�� last of the Title Commitment, the Survey, and the E,�c�p�i.�a�� L��ua��z��, i�� w+�� iw�� r'��t�� r�c�t�� to Seller, specifying Buyer's objections to one or mu��`� e��"��'7� i�� `��w��l��<��')� N�' ��'��'• �� °�� forth in the Schedule C of the Title Commitment, and all other items set forth in the Title Commitment which are required to be released or otherwise satisfied at or prior to Closing, shall be deemed to be Objections without any action by Buyer. 3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall, within twenty (20) calendar days after Seller is provided notice of Objections, either satisfy the Objections at Seller's sole cost and expense or promptly notify Buyer in writing of the Objections that Seller cannot or will not Contract of Sale Page 3 of 34 satisfy at Seller's expense. Notwithstanding the foregoing sentence, Seller shall, in any event, be obligated to cure those Objections or Exceptions that have been voluntarily placed on or against the Property by Seller after the Effective Date. If Seller fails or refuses to satisfy any Objections that Seller is not obligated to cure within the allowed twenty (20) calendar day period, as may be extended by Buyer, in its sole and absolute discretion, then Buyer has the option of either: (a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller prior to Closing, in which event those Objections shall become Permitted Exceptions (herein so called), or (b) terminating this Contract by notice in writing prior to Closing and receiving back the Earnest Money, in which latter event Seller and Buyer shall have no further obligations, one to the other, with respect to the subject matter of this Contract. 3.05 Title Policy. At Closing, Seller, at Buyer's sole cost and expense, shall cause a standard Texas Owner's Policy of Title Insurance ("Title Policy") to be furnished to Buyer. The Title Policy shall be issued by the Title Company, in the amount of the Purchase Price and insuring that Buyer has indefeasible fee simple title to the Property, subject only to the Permitted Exceptions. The Title Policy may contain only the Permitted Exceptions and shall contain no other exceptions to title, with the standard printed or common exceptions amended or deleted as follows: (a) survey exception must be amended if required by Buyer to read "shortages in area" only (although Schedule C of the Title Commitment may condition amendment on the presentation of an acceptable survey and payment, to be borne solely by Buyer, of any required additional premium); (b) no exception will be permitted for "visible and apparent easements" or words to that effect (although reference may be made to any specific easement or use shown on the Survey, if a Permitted Exception); (c) no exception will be permitted for "rights of parties in possession", unless agreed otherwise by Buyer; (d) no liens will be shown on Schedule B. Notwithstanding the enumeration of the following exceptions, amendments and/or deletions, Buyer may object to any Exception it deems material, in its sole discretion. ARTICLE IV FEASIBILITY REVIEW PERIOD 4.01 Review Period. Any term or provision of this Contract notwithstanding, the obligations of Buyer specifed in this Contract are wholly conditioned on Buyer's having determined, in Buyer's sole and absolute discretion, during the period commencing with the day after the Effective Date of this Contract and ending sixty (60) calendar days thereafter (the "Absolute Review Period"), based on such tests, examinations, studies, investigations and inspections of the Property the Buyer deems necessary or desirable, including but not limited to studies or inspections to determine the existence of any environmental hazards or conditions, performed at Buyer's sole cost, that Buyer finds the Property suitable for Buyer's purposes. Buyer is granted the right to (i) inspect the interior and exterior of any Contract of Sale Page 4 of 34 improvements located on the Property; (ii) conduct engineering studies of the Property, and (iii) to conduct a physical inspection of the Property, including inspections that invade the surface and subsurface of the Property. If Buyer determines, in its sole judgment, that the Property is not suitable, for any reason, for Buyer's intended use or purpose, the Buyer may terminate this Contract by written notice to the Seller, as soon as reasonably practicable, but in any event prior to the expiration of the Absolute Review Period, in which case the Earnest Money will be returned to Buyer, and neither Buyer nor Seller shall have any further duties or obligations hereunder. In the event Buyer elects to terminate this Contract pursuant to the terms of this Article IV, Section 4.01, Buyer will provide to Seller copies of (i) any and all non-confidential and non-privileged reports and studies obtained by Buyer during the Absolute Review Period; and (ii) the Survey. ARTICLE V REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS 5.01 Representations and Warranties of Seller. To induce Buyer to enter into this Contract and consummate the sale and purchase of the Property in accordance with the terms and provisions herewith, Seller represents and warrants to Buyer as of the Effective Date and as of the Closing Date, except where specific reference is made to another date, that: (a) The descriptive information concerning the Property and the owner thereof being the Seller, as set forth in this Contract, is complete, accurate, true and correct. (b) There are no adverse or other parties in possession of the Property or any part thereof, and no party has been granted any license, lease or other right related to the use or possession of the Property, or any part thereof, except those described in the Leases, as defined in Article V, Section 5.02(a). (c) Seller has good and marketable fee simple title to the Property, subject only to the Permitted Exceptions. (d) The Seller has the full right, power, and authority to sell and convey the Property as provided in this Contract and to carry out Seller's obligat'ions hereunder, the party executing this Contract for and on behalf of Seller has been duly authorized to act in such behalf to bind Seller to the terms hereof, and this Contract is valid and enforceable against Seller as provided herein. (e) 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 persons. (fl The Seller has disclosed to Buyer in writing of any and all facts and circumstances relating to the physical condition of the Property that may materially and adversely affect the Property and operation or intended operation thereof, or any portion thereof, of which Seller has knowledge. (g) The Seller has paid all real estate and personal property taxes, assessments, excises, and levies that are presently due, if any, which are agairist or are related to the Property, or will be due as of the Closing, and the Property will be subject to no such liens. Contract of Sale Page 5 of 34 (h) Seller has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction or taken any action which would result in any real estate broker commissions or finder's fee or other fees payable to any other party with respect to the transactions contemplated by this Contract. (i) To the best of Seller's knowledge, there has not occurred the disposal or release of any Hazardous Substance to, on or from the Property. As used in this Contract, "Hazardous Substance" means and includes all hazardous and toxic substances, waste or materials, chemicals, and any pollutant or contaminant, including without limitation, PCB's, asbestos, asbestos-containing material, petroleum products and raw materials, that are included under or regulated by any Environmental Law or that would or may pose a health, safety or environmental hazard. As used in this Contract, "Environmental Law" means and includes all federal, state, and local statutes, ordinances, regulations and rules presently in force or hereafter enacted relating to environmental quality, contamination, and clean-up of Hazardous Substances, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. 9601, et seq.), as amended by the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act (42 U.S.C. 6901, et seq.), as amended, Toxic Substance Control Act, 15 U.S.C. 2601, et seq., and state superlien and environmental clean-up statutes and all rules and regulations presently or hereafter promulgated under or related to said statutes, as amended. (j) To the best of Seller's knowledge, all improvements located on the Property are free from any condition which would materially affect the physical health or safety of any party who has the right to occupy all or any portion of the Property ("Tenant") and that all such improvements are in compliance with all Applicable Laws (as defined below) relating to the use, condition and occupancy of the Property. As used in this Contract, "Applicable Laws" means (a) any and all judicial decisions, orders, injunctions, statutes, r�b�u��, r��l�� '��a��t��a�:�, �a�n"r��it�, ��`��+��t�:�� " ordinances, in any way applicable to the Propert�r, s��ar��„ r�,°i��r�� i��mt��i�a�� a�� 't1�� °� mentioned pertaining or relating to the d��i��„ c�i��tru��i�ay�� "��a�� 'r a��, maintenance, service, operation, occupation c��- ��r��i'li�,�r� ��` �'r�.�l ��i'a.��"t�, «r ac�r�ir�� " environmental matters; and (b) the terms of any other written or oral agreements, and any and all insurance requirements, documents or other instruments relating to the Property, to which the Property, or its owners, may be bound or encumbered. (k) The Seller is not a"foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended. (1) Seller has not received written notice from any governmental or quasi governmental entity or agency reQuiring Seller to correct any condition with respect to the Property. (m) Seller has not received, and has no other knowledge or information of, any notice from any insurance company or board of fire underwriters requesting the performance of any work or alteration with respect to the Property that has not been performed, or requiring an increase in the insurance rates applicable to the Property, or is aware of any defects or inadequacy of the Contract of Sale Page 6 of 34 Property, which, if not corrected, would result in the termination of insurance coverage or an increase in the cost thereof. (n) To the best of Seller's knowledge, all improvements located on the Property are free from infestation by termites or other insects or animals. (o) Each Lease, as defined below, is in good standing and in full force and effect, and has not been amended, modified, or supplemented in any way that has not been disclosed to Buyer pursuant to this Contract; that the Leases constitute the only written and oral agreements of any kind for the leasing, rental or occupancy of any improvements, or any portion thereof, on the Property; that except as expressly disclosed to Buyer in writing on the rent rolls furnished to Buyer pursuant to this Contract, no rental under any Lease has been collected in advance of the current month, and except as so disclosed to Buyer in writing on the rent rolls, there are no concessions, bonuses, free months rental, rebates or other matters affecting the rental for any Tenant under a Lease; that Seller is the owner of the entire lessor's interest in and to the Leases; that neither the Leases nor the rentals or other sums payable thereunder have been assigned or otherwise encumbered; and that no Tenant is in default under any Lease, and there are no facts or circumstances that, with or without notice, or the passage of time or both, could constitute a default of a Tenant under any Lease, and, there are no defaults of Seller under any Lease and Seller has received no notice from any Tenant alleging a default by Seller or threatening suit or other legal action for an alleged default by Seller as landlord or lessor under any Lease. (p) Any commission or referral fee with respect to any Lease, including without limitation, any present or future renewal of any Lease, shall be paid or otherwise discharged by Seller on or before the Closing Date; and that Buyer shall have no obligation to pay any commission or referral fee with respect to any Lease, including without limitation, any present or future renewal of any Lease. 5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows: (a) Unless stated otherwise, within ten (10) calendar days after the Effective Date, Seller, at Seller's sole cost and expense, shall deliver to Buyer, with respect to the Property, true, correct, and complete copies of the following: (i) All lease, sub-lease 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) All building permits and certificates of occupancy with respect to the construction, ownership and/or occupation of the Property that are in Seller's current possession or to which Seller has access. (iii) All ftre, hazard, liability, builders risk and other insurance policies held by Seller on the Property. (iv) The plans and specifications with respect to the Property that are in Seller's current Contract of Sale Page 7 of 34 possession or to which Seller has access. (v) A current rent roll in form and substance satisfactory and acceptable to Buyer, certified by Seller to be true and correct as of the date of delivery. (vi) All operating statements and schedules of receipts and expenditures pertaining to the Property for each fiscal year in which the Property has been owned by Seller. (vii) Copies of all brokerage, commission, management, leasing, maintenance, repair, service, pest control and supply contracts, equipment rental agreements and master antenna agreements, and any other contracts or agreements relating to or affecting the Property, including any modifications, supplements and amendments thereto. (viii) Copies of all contracts for repairs or capital replacements performed during the two (2) years immediately preceding the Effective Date for a contract price in excess of Five Thousand Dollars ($5,000.00). (ix) All environmental audits, soil tests and engineering and feasibility reports, including any and all modifications, supplements and amendments thereto, with respect to the Property that Seller possesses or has the right to receive. (b) From the Effective Date until the date of Closing or earlier termination of this Contract, Seller shall: (i) Not enter into any written or oral contract, lease, sublease, easement or right of way agreement, conveyance or any other agreement of any kind with respect to, or affecting, the Property that will not be fully performed on or before the Closing or would be binding on Buyer or the Property after the date of Closing. (ii) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing concerning or affecting the Property. (iii) Not take, or omit to take, any action that would result in a violation of the representations, warranties, covenants, and agreements of Seller. (iv) Not sell, assign, lease, sublease or convey any right, title or interest whatsoever in or to the Property, or create, grant or permit to be attached or perfected, any lien, encumbrance, or charge thereon, or amend or modify any of the Leases. (v) Operate and maintain the Property in the ordinary course of business and use reasonable efforts (without making any commitment on behalf of or which would be binding upon Buyer without f rst obtaining Buyer's consent) to reasonably preserve for Buyer the relationships of Seller and Seller's suppliers, Tenants and others having ongoing business relations with Seller relating to the Property. (vi) Comply with all Applicable Laws affecting the Property. (vii) Keep, observe and perform all of Seller's obligations as landlord or lessor under each of Contract of Sale Page 8 of 34 the Leases, and not terminate or cause a termination of any Lease without first obtaining Buyer's written consent. (viii) Not grant any bonus, free months rental, rebate, or other concession to any present or future Tenant of the Property that would extend beyond the Closing, without first obtaining Buyer's written consent. (ix) To provide notice to the Tenants of the Property of this Contract and/or the transactions contemplated herein, if required by any Lease or Applicable Laws ("Notice Letters") in the form or the manner required. (c) Seller shall indemnify and hold Buyer harmless, to the extent permitted by law, from all loss, liability, and expense, including, without limitation, reasonable attorneys' fees, arising or incurred as a result of any liens or claims resulting from labor or materials furnished to the Property under any written or oral contracts arising or entered into prior to Closing. 5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in this Contract, the representations, warranties, covenants and agrs:ements of Seller contained in this Contract shall survive the Closing, and shall not, in any circumstance, be merged with the Special Warranty Deed, as described in Article VII, Section 7.02(a), or any other document to be delivered at Closing by Seller. ARTICLE VI CONDITIONS PRECEDENT TO PERFORMANCE 6.01 Performance of Seller's Obligations. Buyer is not obligated to perform under this Contract unless, within the designated time periods, all of the following shall have occurred: (a) Seller has performed, furnished, or caused to be furnished to Buyer all items required to be so performed or furnished under other sections of this Contract; and (b) Seller cures ar Buyer waives in writing, within the time periods specified in Article III, all of Buyer's objections made in accordance with A.rticle III. �°�.(d� 1�r+��,��h ��" �cl�lerA�«� ��e��s��t��i+��»� ��ry�r�ti��, ��var��;��i� �� r��ta�s. Buyer is not ��ka�i��tc�ci k�� c°1�r�r� ��m��i�� t��s ��ar��r�c;�: �a��l�� ll sr°�}�i~�su��t�1.�c�a�s, �r�arr•a��i�:�, covenants and ��r°c��;n��r�� 1" ;��;11��° �c��t�i'��c� i�� t�� "��tr��a.t ��rr� t�� a�� :��wMm��t ��° ��. ��c� performed, as u��;�� ,�� ,� �y��;�� ,�� ;z-�, ;��,ific reference is made to another date. 6.03 Adverse Change. Buyer is not �a�li�dat�c�' d.� �a�r��ti�v� �i��c��'�' il�ais Contract, if on the date of Closing, any portion of the Property has ba��u� �:c��+�� k�� u��a�� er than Buyer, or is the subject of condemnation, eminent domain, or oth�,r� ��a��`i��9 ��'<a��d�� i��ii��1;�� by an entity other than Buyer, or the Property, or any part thereof, has been materially or adversely impaired in any manner. 6.04 Review Period. Buyer is not obligated to perform under this Contract if Buyer delivers notice to Seller pursuant to Article IV, Section 4.01 that Buyer has determined that the Property is unsuitable to or for Buyer's purposes. 6.05 Estoppel Certificate from Tenants. Buyer shall not be obligated to perform under this Contract of Sale Page 9 of 34 Contract unless on or before the Closing Date, Buyer receives from the Tenants under all Leases, an Estoppel Letter (herein so called) addressed to Buyer, dated not more than ten (10) days prior to the Closing Date, in the form, or substantially the form, attached hereto as Exhibit "E". 6.06 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive any of the conditions precedent to the performance of Buyer's obligations under this Contract by giving to the Seller, at any time prior to Closing, a written waiver specifying the waived condition precedent. 6.07 Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any of the conditions precedent to the performance of Buyer's obligations under this Contract have not been satisfied by Seller or waived by the Buyer, the Buyer may, by giving written notice to Seller, terminate this Contract. On Buyer's termination, the Earnest Money shall be immediately returned to Buyer by the Title Company. The Seller shall, on written request from Buyer, promptly issue the instructions necessary to instruct the Title Company to return to Buyer the Earnest Money and, thereafter, except as otherwise provided in this Contract, Buyer and Seller shall have no further obligations under this Contract, one to the other. ARTICLE VII CLOSING 7.01 Date and Place of Closing. The Closing (herein so called) shall take place in the offices of the Title Company and shall be accomplished through an escrow to be established with the Title Company, as escrowee. The Closing Date (herein sometimes called), shall not be prior to January 15, 2014 and not after January 30, 2014, on a date mutually agreed to Buyer and Seller, unless otherwise mutually agreed upon by Buyer and Seller. In the event a Closing Date shall not be agreed upon by Buyer and Seller, the Closing Date shall be January 30, 2014. 7.02 Items to be Delivered at the Closing. (a) Seller. At the Closing, Seller, shall deliver or cause to be delivered to Buyer or the Title Company for the beneft of Buyer, 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 only to the Permitted Exceptions, if any, duly executed by Seller and acknowledged; (iii) The original Leases; (iv) The Assignment of Leases (herein so called), substantially in the form as attached hereto as Exhibit C, duly executed by Seller and acknowledged; (v) The Bill of Sale (herein so called), substantially in the form as attached hereto as Exhibit "D", duly executed by Seller; Contract of Sale Page 10 of 34 (vi) Confirmation of the Estoppel Letters, duly executed by the Tenant, if applicable; (vii) Keys to all locks located on the Property, which keys shall be properly tagged for identification and, to the extent available, an accounting of keys in the possession of others; (viii) A certificate executed by Seller to the effect that all representations and warranties made by Seller in this Contract continue to be true and correct on the Closing Date, and that all documents, items and information delivered by Seller to Buyer pursuant to this Contract are free from material changes and remain true and correct in all material respects, as of the Closing Date; (ix) An updated rent roll for the Project, certified by Seller to be true and correct as of the Closing Date and a schedule certified by Seller itemizing all security deposits, prepaid rent and other money held by Seller for the account of the tenants; (x) Notice letters, if applicable; (xi) A written report by a structural pest control business or entity, suitable to Buyer, dated not more than ten (10) days prior to the Closing Date, stating that the Property is free from any active infestation by ants, termites or other wood boring insects and any damage therefrom. (xii) Originals of all contracts, plans, governmental approvals, warranties, guarantee's and other contracts and agreements relating to the ownership and operation of the Property, and the improvements located thereon; (xiii) Originals, or true and correct copies thereof if originals are not available, of all the books and records and instruments reasonably necessary for the continued operation of the Property which are either in Seller's possession or obtainable by Seller; and (xiv) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. (b) Buver. At the Closing, Buyer shall deliver to Seller jointly or the Title Company for the joint benefit of Seller, except as otherwise provided herein, the following items: (i) The sum required by Article II, Section 2.01, less the Earnest Money and interest earned thereon, in the form of a check or cashier's check or other immediately available funds; (ii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. 7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in this Contract and without limiting the general application of the provisions of Section 5.03, above, the provisions of this Article VII, Section 7.03 shall survive the Closing. The following item shall be adjusted or prorated between each applicable Seller and Buyer with respect to the Property: Contract of Sale Page 11 of 34 (a) Ad valorem taxes relating to the Property for the calendar year in which the Closing shall occur shall be prorated between Seller and Buyer as of the Closing Date. If the actual amount of taxes for the calendar year in which the Closing shall occur is not known as of the Closing Date, the proration at Closing shall be based on the amount of taxes due and payable with respect to the Property for the preceding calendar year. As soon as the amount of taxes levied against the Property for the calendar year in which Closing shall occur is known, Seller and Buyer shall readjust in cash the amount of taxes to be paid by each party with the result that Seller shall pay for those taxes attributable to the period of time prior to the Closing (including, but not limited to, subsequent assessments for prior years due to change of land usage or ownership occurring prior to the date of Closing) and Buyer shall pay for those taxes attributable to the period of time commencing with the Closing Date. (b) Rents payable with respect to the Property for the then current month shall be prorated as of the Closing Date. With respect to any delinquent rents, Buyer may, if it chooses to do so, in its sole and absolute discretion, make a reasonable attempt to collect the same after Closing, in the usual course of operation of the Property, and such collections, if any, less Buyer's reasonable costs of collection, shall be remitted to Seller promptly after receipt by Buyer; provided however, that nothing contained herein shall operate to assign Seller's cause of action for delinquent rents to Buyer nor require Buyer to institute any lawsuit or other collection procedures to collect delinyuent rents. In this connection, first monies collected from Tenants who owe delinquent rents shall be applied to current rents and costs of collection procedures described above. (c) Seller shall deliver to Buyer an accounting for all of the following: unforfeited deposits paid to Seller by the Tenants, including without limitation, all rental, security, utility, key, damage and other deposits; prepaid rents paid to Seller by the Tenants for periods subsequent to the Closing Date; and any other money held by or for the account of the Tenants. 7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at Closing subject to tenants possessing a portion of the Property under valid and subsisting Leases. 7.05 Costs of Closing. Each party is responsible for paying the legal fees of its counsel, in negotiating, preparing, and closing the transaction contemplated by this Contract. Seller is responsible for paying fees, costs and expenses identified herein as being the responsibility of Seller. Buyer is responsible for paying fees, costs and expenses identified herein as being the responsibility of Buyer. If the responsibility for such costs or expenses associated with closing the transaction contemplated by this Contract are not identifed herein, such costs or expenses shall be allocated between the parties in the customary manner for closings of real property similar to the Property in Denton County, Texas. ARTICLE VIII DEFAULTS AND REMEDIES 8.01 Seller's Defaults and Buyer's Remedies. (a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any one or more of the following events: (i) Any of Seller's warranties or representations contained in this Contract are untrue on the Closing Date; or Contract of Sale Page 12 of 34 (ii) Seller fails to meet, comply with or perform any covenant, agreement, condition precedent or obligation on Seller's part required within the time limits and in the manner required in this Contract; or (iii) Seller fails to deliver at Closing, the items specifed in Article VII, Section 7.02(a) of this Contract for any reason other than a default by Buyer or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. (b) Buyer's Remedies. If Seller is in default under this Contract, Buyer as Buyer's sole and exclusive remedies for the default, may, at Buyer's sole option, do any of the following: (i) Terminate this Contract by written notice delivered to Seller in which event the Buyer shall be entitled to a return of the Earnest Money, and Seller shall, promptly on written reyuest from Buyer, execute and deliver any documents necessary to cause the Title Company to return to Buyer the Earnest Money; (ii) Enforce specific performance of this Contract against Seller, requiring Seller to convey the Property to Buyer subject to no liens, encumbrances, exceptions, and conditions other than those shown on the Title Commitment, whereupon Buyer shall waive title objections, if any, and accept such title without reduction in Purchase Price on account of title defects and shall be entitled to assert any rights for damages based on Seller's representations, warranties and obligations that are not waived by Buyer by its acceptance of Seller's title; and (iii) Seek other recourse or relief as may be available to Buyer at or by law, equity, contract or otherwise. 8.02 Buyer's Default and Seller's Remedies. (a) Buyer's Default. Buyer is in default G��a��• �l�i� �Mc�r�l�� i�" d��'c�r i"�r1� t�� deliver at Closing, the items specified in Article VII, Sectic�r� "�.+��(��) ca�' �� t:r��ra�t �"��r ��r�Y reason other than a default by Seller under this Contract �ar t�c��or��c�� ` ��w ��'��`�� Buyer pursuant to the terms hereof prior to Closing. (b) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's sole and exclusive remedies for the default, may, at Seller's sole option, do either one of the following: (i) Terminate this Contract by written notice delivered to Buyer in which event the Seller shall be entitled to a return of the Earnest Money, and Buyer shall, promptly on written request from Seller, execute and deliver any documents necessary to cause the Title Company to return to Seller the Earnest Money; or (ii) Enforce specific performance of this Contract against Buyer. ARTICLE IX MISCELLANEOUS Contract of Sale Page 13 of 34 9.01 Notice. All notices, demands, reyuests, and other communications required hereunder shall be in writing, delivered, unless expressly provided otherwise in this Contract, by telephonic facsimile, by hand delivery or by United States Mail, and shall be deemed to be delivered and received, upon the earlier to occur of (a) the date provided if provided by telephonic facsimile or hand delivery, and (b) the date of the deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: SELLER: Shiron �� +��t��c,�71s, LLC w.W �'��"� �:�..� � � t� �..�.... `L�P �� °;��"�,�,J� .��.� .� �►''� '� �u� Copies to: For Seller: Telecopy: BUYER: City of Denton Paul Williamson Real Estate and Capital Support 901-A Texas Street Denton, Texas 76209 Telecopy: (940) 349-8951 For Buver: Richard Casner, First Assistant City Attorney City Attorney's Office 215 E. McKinney Denton, Texas 76201 Telecopy: (940) 382-7923 9.02 Governing Law and Venue. This Contr�ct 'r� �.�� .��t�t�� c� ��1i�e��'��! �t�� us intended to be performed in the State of Texas, the laws of "�"��,� }�c�ve��,� �I�� °�a�c��, �c�r��t�� enforcement and interpretation of this Contract. THIS t�:"(��i'�"I��.""�' �� '��1�'�^`C��-M��L..�' ��, AND THE EXCLUSIVE VENUE FOR ANY ACTION BROUGHT WITH RESPECT HERETO, SHALL LIE 1N DENTON COUNTY, TEXAS. 9.03 Entirety and Amendments. This Contract embodies the entire agreement between the parties and supersedes all prior agreements and understandings, if any, related to the Property, and may be amended or supplemented only in writing executed by the party against whom enforcement is sought. 9.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller and Buyer, and their respective successors and assigns. If requested by Buyer, Seller agrees to execute, acknowledge and record a memorandum of this Contract in the Real Property Records of Denton County, Texas, imparting notice of this Contract to the public. 9.05 Risk of Loss. If any damage or destructiom� ��r tl�� i'"�c�� i��c�l�r��, �"c�Y'��rt�� i�r��r�aC:��:�a�, ��r�� improvements located on the Land, shall occur pr�+�r �� r�� ''�`��'��' �� rr �°��°'��°�� domain proceedings are threatened or initiated by ��a�� t�'(��y a`��°� .��`�� a��'��" �� '�" �� "�'�'�� the taking of any portion of the Property, Buyer m��y, ��l i�t�y�r-'� t��c�t�, +:�t� �r�y �� `��14r��t�: (a) Terminate this Contract and withdraw from this transaction without cost, obligation or liability, in which case the Earnest Money shall be immediately returned to Buyer; or Contract of Sale Page 14 of 34 (b) Consummate this Contract, in which case Buyer, with respect to the Property, shall be entitled to receive any (i) in the case of damage or destruction, all insurance proceeds, together with the deductible amount under Seller's insurance policy covering the Property, or portion thereof, as applicable; and (ii) in the case of eminent domain, proceeds paid for the Property related to the eminent domain proceedings. . Buyer shall have a period of ten (]0) calendar days after receipt of written notification from Seller on the final settlement of all condemnation proceedings or insurance claims related to damage or destruction to the Property, including, without limitation, any improvement located on the Property, in which to make Buyer's election. In the event Buyer elects to close prior to such final settlement, then the Closing shall take place as provided in Article VII, above, and there shall be assigned, in form and substance satisfactory to Buyer, by Seller to Buyer at Closing, all interests of Seller in and to any and all insurance proceeds or condemnation awards which may be payable to Seller on account of such event. In the event Buyer elects to close upon this Contract after final settlement, as described above, Closing shall be held five (5) business days after such final settlement. 9.06 Further Assurances. In addition to the acts and deeds recited in this Contract and contemplated to be performed, executed and/or delivered by Seller and Buyer, Seller and Buyer agree to perform, execute and/or 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. Notwithstanding anything to the contrary contained in this Contract and without limiting the general application of the provisions of Section 5.03, above, the provisions of this Article IX, Section 9.06 shall survive Closing. 9.07 Time is of the Essence. It is expressly agreed between Buyer and Seller that time is of the essence with respect to this Contract. 9.08 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are incorporated in and made a part of, this Contract for all purposes. 9.09 Delegation of Authoriiy. Authority to take any actions that are to be, or may be, taken by Buyer under this Contract, including without limitation, adjustment of the Closing Date, are hereby delegated by Buyer, pursuant to action by the City Council of Denton, Texas, to Vance Kemler, Solid Waste General Manager of Buyer, or his designee. 9.10 Contract Execution. This Contract of Sale may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. 9.11 Business Days. If the Closing Date or the day of performance reyuired or permitted under this Contract falls on a Saturday, Sunday or Denton County holiday, then the Closing Date or the date of such performance, as the case may be, shall be the next %llowing regular business day. 9.12 Related Contract. Buyer and Seller have also entered into a Contract of Sale ("Related Contract") on or about even date hereof, contemplating the sale and purchase of certain other real property contiguous to the Property referenced in this Contract of Sale. Notwithstanding anything to the Contract of Sale Page 15 of 34 contrary in this Contract of Sale, it is a condition precedent to Seller's obligation to close the transaction contemplated herein that the transaction contemplated by the Related Contract between Seller and Buyer also closes. Both Contracts of Sale referenced herein must close on the same calendar day or none will close, unless otherwise agreed to by Buyer and Seller. SELLER: Shiron Investments, LLC, a Texas limited liability company , By ..,��"� �_�°- �,1��"��'°�� .� � ..�� ...�...�. ... ww v Name: �FFlR�� ' ��"r,�'�, "��r��.� Title: �� Executed b Seller on the y of y , 2013. �� Y� da C �C�'-�rc t?t'�--' BUYER: �� ,�� ,�"'�� `�� .� �,...�.��._.._. � �, E.,,� By ��m.� �"`"� � � ..... � ��"°�.... ......� ��',�'��➢n� C. CAMPB LL CITY MANAGER �Q � Executed by Buyer on the (� r day of � 2 • ATTEST: JENNIFER WALTERS, C1TY SECRETARY BY: � ��,," . ..�.�_..� _ � � � ::� ��^�� .:;i� „" TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY .. ,�,� �� BY: ��' �� :�.�. � — � .� �e...... __.. �..�,�.,,� .— ...� __ �� Contract of Sale Page 16 of 34 RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company a�kr�c��+r[�e9�� '�� c�l� �� `��'��"� ��' �� Contract. Title Company agrees to comply with th� ��r•�� ^�� '��wa�ica�� c�t" �1°�� 'c�w��:��t. t� ��r'��aa`�� i��' duties pursuant to the provisions of this Contract <��r� ��6y wit�� :�ti�7r'� �� tl�� n��"�� Revenue Code of 1986, as amended from time to ti��;, ��a� �a� �'i��h��' ��t ��°�� a� �� "��"� ��" forms promulgated thereunder. TITLE COMPANY: Title Resources, LLC 525 South Loop 288, Suite 125 Denton, Texas 76205 Telephone: (940) 381-1006 Telecopy: (940) 898-0121 : Printed Name: Title: Contract receipt date: �aw m �.., 2013 Contract of Sale Page 17 of 34 EXHIBIT "A" to Contract of Sale Legal Description of Property BEING all that certain lot, tract or parcel of land situated in the Gideon Walker Survey, Abstract Number 1330, City of Denton, Denton County, Texas, and being part of that certain tract of land described by deed to Shiron Investments, LLC., recorded under Instrument Number 2007-34590, Official Public Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod with cap stamped "Coleman" found for the northwest corner of said Shiron tract and a westerly corner of a tract of land described by deed to the City of Denton, recorded in Volume 2431, Page 843, Deed Records, Denton County, Texas, same point being in the occupied east line of Mayhill Road; THENCE South O1 degrees 50 minutes 42 seconds West, with the west line of said Shiron tract and the occupied east line of Mayhill Road, a distance of 135.49 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for the POINT OF BEGINNING; THENCE South 88 degrees 50 minutes 43 seconds East, over and across said Shiron tract, a distance of 134.59 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for corner in the east line of said Shiron tract and the west line of Tower Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet M, Page 1 l 5, Plat Records, Denton County, Texas; THENCE South O1 degrees 59 minutes 44 seconds West, with the west line of said Tower Addition, a distance of 233.87 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for an inner ell corner of said Tower Addition; THENCE North 88 degrees 33 minutes 24 seconds East, with a south line of said Tower Addition, a distance of 31.00 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for an inner ell corner of said Tower Addition; THENCE South 00 degrees OS minutes 10 seconds West, with the west line of said Tower Addition, a distance of 44.31 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for an inner ell corner of said Tower Addition; THENCE North 86 degrees 21 minutes 19 seconds West, with a south line of said Tower Addition, a distance of 24.45 feet to a railroad spike found for an inner ell corner of said Tower Addition; THENCE South 03 degrees 18 minutes l l seconds West, with the west line of said Tower Addition, a distance of 385.02 feet to a 1/2 inch iron rod found for an inner ell corner of said Tower Addition; THENCE South 82 degrees 55 minutes 09 seconds East, with a south line of said Tower Addition, a distance of 1.18 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for an inner ell corner of said Tower Addition; THENCE South 02 degrees Ol minutes 47 seconds West, with the west line of said Tower Addition, a distance of 15.72 feet to a 1/2 inch iron rod found for the southeast corner of said Shiron tract and the southwest corner of said Tower Addition, same point being in the north line of Ronjon Group Business Park Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet Q, Page 350, Plat Records, Denton County, Texas; THENCE North 89 degrees 33 minutes 14 seconds West, passing at 106.93 feet an "X" found in concrete for the northwest corner of said Ronjon Group Business Park Addition, continuing on for a total distance of 133.20 feet to a"PK" Nail set in Mayhill Road for the southwest corner of said Shiron tract, THENCE North O1 degrees 50 minutes 42 seconds East, with the west line of said Shiron tract and with Mayhill Road, a distance of 677.96 feet to the POINT OF BEGINNING and containing 2.141 acres of land, more or less. Contract of Sale Page 18 of 34 EXHIBIT "B" to Contract of Sale NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED STATE OF TEXAS § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS That Shiron Investments, LLC, a Texas limited liability company (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 corporation (herein called "Grantee"), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which are hereby acknowledged and confessed, subject to the reservations set forth below, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee all the real property in Denton County, Texas being particularly described on Exhibit "A", attached hereto and made a part hereof for all purposes, and being located in Denton County, Texas, together with any and all rights or interests of Grantor in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances thereto (collectively, the "Property"). Grantor, subject to the limitation of such reservation made herein, reserves, for itself, its successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Property. Grantor, its successors and assigns shall not have the right to use or access the surface of the Property, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and/or related to exploration and/or production of the oil, gas and other minerals reserved herein, including without limitation, use or access of the surface of the Property for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, Contract of Sale Page l 9 of 34 seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and/or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas and other minerals, and/or related to the exploration or production of same. As used herein, the term "other minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances that any reasonable extraction, mining or other exploration and/or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances which are at or near the surface of the Property. The intent of the parties hereto is that the meaning of the term "other minerals" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). As used herein, the term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. Exceptions to conveyance and warranty: [Insert Permitted Exceptions, if any] Grantor hereby assigns, without recourse or representation, to Grantee, any and all claims and causes of action that Grantor may have for or related to any defects in, or injury to, the Property. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise. Contract of Sale Page 20 of 34 EXECUTED the �%t� � day of ��2 i��2013. Shiron Investments, LLC, a Texas limited liabi�xt�r company � �°�.�, , By. � ��„,,.. „ � �:.� � -W�.c* �� " �.�'" ..m. ._� .._. � Name: `�l�f-�e� ��/ �OI�f�`�O`c� ....m. ,. m___� ..�_...�� _ . �.._r .......�. Title: O� � �-�' ACKNOWLEDGMENT THE STATE OF �I�� COUNTY OF �V�� § __ � �� .�..—� � , 2013 by . ged l��lca�r� ��a�, on „� f � .- ��(��° of Shiron Investments, LLC, a " acknow e � " �� , �r�� .._� � �,��'� N ��l� , . _ .mm....�� .�� . _� Texas limited liabil ty company, on behalf of said limrted liability company. ,��,�" �+� ��'�. »'��"w NoRaEy Pub1�Ic,�State of Tex�as� � �,, ��.µ My Commisslon Explres �'�"�"�"+�„�� December 04, 2016 '"�ANYd �'�� Upon Filing Return To: The City of Denton-Engineering Attn: Paul Williamson 901-A Texas Street Denton, TX 76209 . _.. ..��x��,�� . �'�� - ��t�� '��li�, �i�� a�l ��x�r� �a y�� "��i�'��.�� '�" � ii�"b. �. �� f�Prd �, � "'• � m �.... � Send Tax Billing Statements To: The City of Denton Attn: Finance Department 215 East McKinney Street Denton, Texas 76201 Contract of Sale Page 21 of 34 EXHIBIT "A" TO SPECIAL WARRANTY DEED Legal Description of Property BEING all that certain lot, tract or parcel of land situated in the Gideon Walker Survey, Abstract Number 1330, City of Denton, Denton County, Texas, and being part of that certain tract of land described by deed to Shiron Investments, LLC., recorded under Instrument Number 2007-34590, Official Public Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod with cap stamped "Coleman" found for the northwest corner of said Shiron tract and a westerly corner of a tract of land described by deed to the City of Denton, recorded in Volume 2431, Page 843, Deed Records, Denton County, Texas, same point being in the occupied east line of Mayhill Road; THENCE South O1 degrees 50 minutes 42 seconds West, with the west line of said Shiron tract and the occupied east line of Mayhill Road, a distance of 135.49 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for the POINT OF BEGINNING; THENCE South 88 degrees 50 minutes 43 seconds East, over and across said Shiron tract, a distance of 134.59 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for corner in the east line of said Shiron tract and the west line of Tower Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet M, Page 115, Plat Records, Denton County, Texas; THENCE South O1 degrees 59 minutes 44 seconds West, with the west line of said Tower Addition, a distance of 233.87 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for an inner ell corner of said Tower Add ition; THENCE North 88 degrees 33 minutes 24 seconds East, with a south line of said Tower Addition, a distance of 31.00 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for an inner ell corner of said Tower Addition; THENCE South 00 degrees OS minutes 10 seconds West, with the west line of said Tower Addition, a distance of 44.31 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for an inner ell corner of said Tower Addition; THENCE North 86 degrees 21 minutes ] 9 seconds West, with a south line of said Tower Addition, a distance of 24.45 feet to a railroad spike found for an inner ell corner of said Tower Addition; THENCE South 03 degrees 18 minutes 1l seconds West, with the west line of said Tower Addition, a distance of 385.02 feet to a 1/2 inch iron rod found for an inner ell corner of said Tower Addition; THENCE South 82 degrees 55 minutes 09 seconds East, with a south line of said Tower Addition, a distance of 1.18 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for an inner ell corner of said Tower Addition; THENCE South 02 degrees O1 minutes 47 seconds West, with the west line of said Tower Addition, a distance of 15.72 feet to a 1/2 inch iron rod found for the southeast corner of said Shiron tract and the southwest corner of said Tower Addition, same point being in the north line of Ronjon Group Business Park Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet Q, Page 350, Plat Records, Denton County, Texas; THENCE North 89 degrees 33 minutes 14 seconds West, passing at ]06.93 feet an "X" found in concrete for the northwest corner of said Ronjon Group Business Park Addition, continuing on for a total distance of 133.20 feet to a"PK" Nail set in Mayhill Road for the southwest corner of said Shiron tract, THENCE North Ol degrees 50 minutes 42 seconds East, with the west line of said Shiron tract and with Mayhill Road, a distance of 677.96 feet to the POINT OF BEGINNING and containing 2.141 acres of land, more or less. Contract of Sale Page 22 of 34 EXHIBIT "C" to Contract of Sale NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. ASSIGNMENT OF LEASES STATE OF TEXAS § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS This Assignment of L��s�.� (hereinafter referred to as the "Assignment"), is made and entered into as of the ,��"�day ��i�� w��"�•�,��m�'—? 2013, by and between Shiron Investments, LLC, a Texas limited liability company ("Assignor"), and the City of Denton, Texas, a Texas home rule municipal corporation ("Assignee"). WITNESSETH WHEREAS, Assignor has this day conveyed to Assignee the real property described in Exhibit "A", attached hereto and incorporated herein by reference, including the improvements situated thereon (together, the "Premises"); WHEREAS, Assignor has entered into or is the owner of those certain lease or occupancy agreements (the "Leases") with those certain Tenants (herein so called), shown on the Rent Roll (herein so called), attached hereto as Exhibit "B", covering those portions of the Premises shown on the Rent Rolls; and WHEREAS, Assignor desires to convey to Assignee all of Assignor's right, title and interest in and to the Leases, and in and to all security and other deposits for or related to the Leases (the "Deposits") Contract of Sale Page 23 of 34 NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Assignor, Assignor and Assignee do hereby covenant and agree as follows: 1. ASSIGNMENT Assignor does hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee, it's successors and assigns, all of the right, title and interest of Assignor in and to the Leases and Deposits. 2. ASSUMPTION Assignee shall and does hereby assume and agree to observe and perform all obligations and duties of Assignor as landlord or lessor under the Leases, that arise from and after [insert Closing Date] (the "Determination Date") and that relate to the period of time after the Determination Date. 3. COMMISSIONS Any commissions or referral fees of any kind or type with respect or relating to the Leases, and present or future renewals thereof (collectively the "Commissions"), have been paid or otherwise discharged by Assignor. Assignee shall have no obligation to pay any commissions, and Assignor hereby indemnifies and holds Assignee harmless from and against any and all claims, liabilities, losses, damages, causes of action and expenses (including without limitation, court costs and reasonable attorneys fees relating thereto) incurred by Assignee in connection with or arising out of the Commissions. 4. 1NDEMNIFICATION Assignor hereby indemnifies and holds Assignee harmless from and against any and all claims, liabilities, losses, damages, causes of action, and expenses (including without limitation, court costs and reasonable attorneys fees relating thereto) incurred in connection with, arising out of, resulting from, or Contract of Sale Page 24 of 34 relating to (i) the ownership and operation of the Premises prior to and through the Determination Date; (ii) the obligations of the landlord or lessor under the Leases prior to and through the Determination Date; (iii) the failure of Assignor to deliver to Assignee, in accordance with the terms of this Assignment, all _ Deposits under the Leases; and (iv) the material untruth of any representation or warranty made to Assignee by Assignor with respect to the Leases, the Premises, the Deposits or the operation of the Premises as of the date made, whether made herein, in the Contract of Sale (herein so called), dated on or about �„ by and between Assignor and Assignee, contemplating the sale and purchase of the Premises, or otherwise. 5. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR Assignor represents and warrants to Assignee the following as of the date hereof: (a) There are no adverse or other parties in possession of the Premises, or any part thereof, except Assignor and the Tenants under the Leases. No party has been granted any license, lease or any other right of any kind relating to the use, occupation or possession of the Premises, or any part thereof, except the Tenants under the Leases delivered to Assignee. The Leases delivered to Assignee in connection with this Assignment constitute all of the written and oral agreements of any kind (including amendments or modifications) for the leasing, rental or occupancy of all or any portion of the Premises. (b) (i) Each of the Leases is in full force and effect and has not been amended, modified or supplemented; (ii) there exists no default and no unresolved disputes under any of the Leases; (iii) each of the Tenants under the Leases actually occupies the Premises leased thereunder; (iv) no rental under any of the Leases has been collected more than one (1) month in advance of the current month; and (v) there are no concessions, bonuses, free months rental, rebates or other matters affecting any rental for any Tenant under any of the Leases. (c) Assignor is the owner of the entire landlords or lessor's interest in and to each of the Leases, with full power and authority to convey them to Assignee pursuant to the terms of this Assignment, and neither the Leases, Deposits, nor the rentals or other sums payable thereunder have been assigned or otherwise encumbered. Contract of Sale Page 25 of 34 6. MISCELLANEOUS The agreements, covenants, warranties and representations contained in this Assignment are binding on and shall inure to the benefit of Assignor and Assignee, and their respective successor and assigns, Notwithstanding the above, nothing contained herein shall operate to assign Assignor's cause of action for delinquent rents, if any, to Assignee, nor shall Assignee be obligated in any manner beyond that stated in the Contract of Sale to collect those rents for or on behalf of Assignor. IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed as of the day first above written. ASSIGNOR: Shiron Investments, LLC, a Texas limited liability c�r�r�a�� .�� , "�'' ,� �� '� �' BY� �,�` � � �, �� °� ..�.� ��.� Name: ��i a� � Ec� '`..l �1"fr�-3�'C) ......m. Title: O ��-U�' ASSIGNEE: THE CITY OF DENTON . �.��,� �� a .�-�. '��" � �Y � .� By �� .. 3�-�1 CITY MA.,_�,*�,.�.,� . G�;C��.i�� C, �,��l�i�'� � NAGER Contract of Sale Page 26 of 34 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: µ .`�,g �K �.,,_ f� �.I��i�� x�� AS �� LEGAL FORM: ANITA BURGESS, CITY ATTORNEY ,,,w: �� . � � �� BY. �.�`, � w � ry ��' � ��r�, - .,� �, .._ .. _�. .:�... ACKNOWLEDGMENT THE STATE OF TEXAS COUNTY OF DENTON § ,. � 2013 by �� as ��'��c�r�vl��3 M��f�� fore me on �� of �Shi on�..,—........�r J hr� t��7��•��r�� w � ,�� mm�m m� Investments, LLC, a tY P y � . �....�.� � Texas li t d liab�ili�� com an , on behalf of s aid limited liability company. �'~�� RaEy PubI�IC.EStafe ot 1e�as� � �� My Commisslon fxplres �"��,�� December 04, 2016 THE STATE OF TEXAS � � ..�. � ,,_ � �� . � . � � �'�� _� �.. �.. _��. Notary Public, State of Texas ��C Z01� My commission expires: �� ACKNOWLEDGMENT COUNTY OF DENTON § This instrument was acknowledged before me r�r � m� 20�by George C. Campbell, City Manager of the City of Denton, Texas c� ��:��l�of �� i�� municipality. r . ^�� .'. ..�� .i��' � ' �.� Q� � II� � �.��waw w�n, ��:.,, � ti{ � * � � � � ��4�. �� 1 � State of � �MC��dr�^� �.�� ` � � �ur��a�y II..u�yVulia� �t�tr� �� x,au� � � k�d��l"lZ"f�lµ"5��71"p (��16"d�'�",:f� � � � d�� „ww�•� If��/ ��u� �dar� P�.xg�¢r�:7 ��r��w`�,w�"�`"'' I��k�� ° ��b ��..,�_�m.,�..,� � ..�.m„ � � Contract of Sale Page 27 of 34 EXHIBIT "A" TO ASSIGNMENT OF LEASES [ Description of Premises ] BEING all that certain lot, tract or parcel of land situated in the Gideon Walker Survey, Abstract Number 1330, City of Denton, Denton County, Texas, and being part of that certain tract of land described by deed to Shiron Investments, LLC., recorded under Instrument Number 2007-34590, Official Public Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod with cap stamped "Coleman" found for the northwest corner of said Shiron tract and a westerly corner of a tract of land described by deed to the City of Denton, recorded in Volume 2431, Page 843, Deed Records, Denton County, Texas, same point being in the occupied east line of Mayhill Road; THENCE South Ol degrees 50 minutes 42 seconds West, with the west line of said Shiron tract and the occupied east line of Mayhill Road, a distance of 135.49 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for the POINT OF BEGINNING; THENCE South 88 degrees 50 minutes 43 seconds East, over and across said Shiron tract, a distance of 134.59 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for corner in the east line of said Shiron tract and the west line of Tower Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet M, Page 115, Plat Records, Denton County, Texas; THENCE South O1 degrees 59 minutes 44 seconds West, with the west line of said Tower Addition, a distance of 233.87 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for an inner ell corner of said Tower Addition; THENCE North 88 degrees 33 minutes 24 seconds East, with a south line of said Tower Addition, a distance of 31.00 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for an inner ell corner of said Tower Addition; THENCE South 00 degrees OS minutes 10 seconds West, with the west line of said Tower Addition, a distance of 44.31 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for an inner ell corner of said Tower Addition; THENCE North 86 degrees 21 minutes 19 seconds West, with a south line of said Tower Addition, a distance of 24.45 feet to a railroad spike found for an inner ell corner of said Tower Addition; THENCE South 03 degrees 18 minutes 11 seconds West, with the west line of said Tower Addition, a distance of 385.02 feet to a 1/2 inch iron rod found for an inner ell corner of said Tower Addition; THENCE South 82 degrees 55 minutes 09 seconds East, with a south line of said Tower Addition, a distance of 1.18 feet to a l/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for an inner ell corner of said Tower Addition; THENCE South 02 degrees O1 minutes 47 seconds West, with the west line of said Tower Addition, a distance of 15.72 feet to a 1/2 inch iron rod found for the southeast corner of said Shiron tract and the southwest corner of said Tower Addition, same point being in the north line of Ronjon Group Business Park Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet Q, Page 350, Plat Records, Denton County, Texas; THENCE North 89 degrees 33 minutes 14 seconds West, passing at 106.93 feet an "X" found in concrete for the northwest corner of said Ronjon Group Business Park Addition, continuing on for a total distance of 133.20 feet to a"PK" Nail set in Mayhill Road for the southwest corner of said Shiron tract, THENCE North O1 degrees 50 minutes 42 seconds East, with the west line of said Shiron tract and with Mayhill Road, a distance of 677.96 feet to the POINT OF BEGINNING and containing 2.141 acres of land, more or less. Contract of Sale Page 28 of 34 EXHIBIT "B" TO ASSIGNMENT OF LEASES [ Rent Rolls ] Contract of Sale Page 29 of 34 House # 821 841 861 881 901 921 941 961 981 Rent Roll for 821-981 Mayhill $825 $785 $785 $785 $750 $650 $750 $750 $900 Rent Tena nt Beard Patterson Aguilar-Olvera, Puga Oglesby Rener, Trevino Rodriguez Shasteen Olney. Wilson Harris Lease Expires 30-Apr-14 31-May-14 31-Aug-14 30-Jun-14 30-Jun-14 31-Ju1-14 30-Jun-14 30-Jun-14 31-May-14 STATE OF TEXAS COUNTY OF DENTON �� EXHIBIT "D" to Contract of Sale BILL OF SALE KNOW ALL MEN BY THESE PRESENTS The undersigned, Shiron Investments, LLC, a Texas limited liability company ("Grantor"), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration to Grantor in hand paid by the City of Denton, Texas, a Texas home rule municipal corporation ("Grantee"), the receipt and sufficiency of which are hereby acknowledged, has BARGAINED, SOLD AND CONVEYED and by these presents does BARGAIN, SELL AND CONVEY unto Grantee all of Grantor's right, title and interest, if any, to the personal property which is located on or used in connection with that certain property located in Denton County, Texas, being more fully described in Exhibit "A", attached hereto and made a part hereof (collectively, the "Property"). TO HAVE AND TO HOLD all of Grantor's right, title and interest in and to the Property, unto said Grantee and Grantee's successors and assigns forever, so that neither Grantor nor Grantor's successors and assigns shall have, claim or demand any right or title to the Property. EXECUTED and effective as of the y �� i�C ��' 2013. ��`� da of : ..��.__.� GRANTOR: Shiron Investments, LLC, a Texas limited liabil�l,� company ��'�..�:��, �� gy .. � � _. �: m.� ��_ � ..�...._. � �, Name: �� f�'h �� "��f�'��J Title: mm_ �CP��.-�.m�� Contract of Sale Page 30 of 34 EXHIBIT "A" to Bill of Sale Description of the subject real property J BEING all that certain lot, tract or parcel of land situated in the Gideon Walker Survey, Abstract Number 1330, City of Denton, Denton County, Texas, and being part of that certain tract of land described by deed to Shiron Investments, LLC., recorded under Instrument Number 2007-34590, Official Public Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod with cap stamped "Coleman" found for the northwest corner of said Shiron tract and a westerly corner of a tract of land described by deed to the City of Denton, recorded in Volume 2431, Page 843, Deed Records, Denton County, Texas, same point being in the occupied east line ofMayhill Road; THENCE South O1 degrees 50 minutes 42 seconds West, with the west line of said Shiron tract and the occupied east line of Mayhill Road, a distance of 135.49 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for the POINT OF BEGINNING; THENCE South 88 degrees 50 minutes 43 seconds East, over and across said Shiron tract, a distance of 134.59 feet to a l/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for corner in the east line of said Shiron tract and the west line of Tower Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet M, Page ] 15, Plat Records, Denton County, Texas; THENCE South O1 degrees 59 minutes 44 seconds West, with the west line of said Tower Addition, a distance of 233.87 feet to a l/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for an inner ell corner of said Tower Addition; THENCE North 88 degrees 33 minutes 24 seconds East, with a south line of said Tower Addition, a distance of 31.00 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for an inner ell corner of said Tower Addition; THENCE South 00 degrees OS minutes 10 seconds West, with the west line of said Tower Addition, a distance of 4431 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for an inner ell corner of said Tower Addition; THENCE North 86 degrees 21 minutes 19 seconds West, with a south line of said Tower Addition, a distance of 24.45 feet to a railroad spike found for an inner ell corner of said Tower Addition; THENCE South 03 degrees 18 minutes 11 seconds West, with the west line of said Tower Addition, a distance of 385.02 feet to a 1/2 inch iron rod found for an inner ell corner of said Tower Addition; THENCE South 82 degrees 55 minutes 09 seconds East, with a south line of said Tower Addition, a distance of 1.18 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for an inner ell corner of said Tower Addition; THENCE South 02 degrees O1 minutes 47 seconds West, with the west line of said Tower Addition, a distance of 15.72 feet to a 1/2 inch iron rod found for the southeast corner of said Shiron tract and the southwest corner of said Tower Addition, same point being in the north line of Ronjon Group Business Park Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet Q, Page 350, Plat Records, Denton County, Texas; THENCE North 89 degrees 33 minutes 14 seconds West, passing at ]06.93 feet an "X" found in concrete for the northwest corner of said Ronjon Group Business Park Addition, continuing on for a total distance of 133.20 feet to a"PK" Nail set in Mayhill Road for the southwest corner of said Shiron tract, THENCE North O1 degrees 50 minutes 42 seconds East, with the west line of said Shiron tract and with Mayhill Road, a distance of 677.96 feet to the POINT OF BEGINNING and containing 2.141 acres of land, more or less. Contract of Sale Page 3l of 34 EXHIBIT "E" to Contract of Sale Re: Lease Agreement dated __, 20_, regarding that certain property located at , , Denton County, Texas (the "Property") Gentlemen: The undersigned ("Tenant") has executed and entered into a certain lease agreement (the "Lease"), a true and complete copy of which is attached hereto as Exhibit "A". Tenant understands that Shiron Investments, LLC, a Texas limited liability company ("Landlord"), the owner of the Property and the Landlord's interest in the Lease, intends to transfer, sell, assign and convey the Property, the Lease and Landlord's interest in the Lease, to the City of Denton, Texas ("Buyer"). With respect to the Lease and the transfer to Buyer, Tenant hereby certifies to Buyer as follows: 1. The Lease is in good standing and in full force and effect. 2. There are presently no existing events of default by Landlord under the Lease and no event has occurred which, with or without notice or the passage of time, or both, would constitute a default under the Lease by Landlord or Tenant. Furthermore, there are no items or matters currently in dispute and no pending requests made by Tenant to which Landlord has not responded. 3. Unless indicated in the space following this sentence, there are no modifications or amendments with respect to the Lease, and there have been no security or other deposits, payments of rent, or other amounts delivered to Landlord in connection with this Lease: 4. There do not exist any set-offs, defenses or claims S g in favor of Tenant a ainst Landlord or a ainst enforcement by Landlord of any of the terms or conditions of the Lease. 5. Tenant has accepted and is actually occupying the space covered by its Lease, and there are no other parties in possession of that space. Contract of Sale Page 32 of 34 6. The current term of the Lease began on m mmmm �, and ends on � The Dollars ($ 00); and no rentals or other monthly base rental is _m_ , payments in advance of the current calendar month have been paid by Tenant except as follows: 7. There are no options to extend the term of the Lease except as stated in the Lease. 8. Rents with respect to the Lease have been paid by Tenant through ��mm w�mm , 2013. 9. There are no concessions, free rent or finish-out allowances that are not fully disclosed in the Lease. Tenant is paying rent as provided for in the Lease. 10. Tenant acknowledges that Landlord will assign Landlord's interest in the Lease to Buyer and agrees to attorn to Buyer and to perform all the Tenant's obligations as lessee or tenant under the Lease, including without limitation, the payment of rent directly to Buyer (or to a management company at the written direction of Buyer) at the address set forth above, unless Tenant is otherwise notified in writing by Buyer. 1 l. If this letter is executed by Tenant more than ten (10) days before the Property is conveyed to Buyer, Tenant shall, at the reyuest of Landlord or Buyer, execute a confirmation of each of the certifications and statements set forth in this letter. Executed as of the day of mmm _ , 2013. Tenant: ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on �� 2013 by Notary Public, State of Texas My commission expires: �_ Contract of Sale Page 33 of 34 EXHIBIT "A" TO ESTOPPEL LETTER [ Copy of Lease ] Contract of Sale Page 34 of 34 `� � wn.��.�� „�� .�� "�'� NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. STATE OF TEXAS COUNTY OF DENTON SPECIAL WARRANTY DEED � § KNOW ALL MEN BY THESE PRESENTS That Shiron Investments, LLC, a Texas limited liability company (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 corporation (herein called "Grantee"), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which are hereby acknowledged and confessed, subject to the reservations set forth below, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee all the real property in Denton County, Texas being particularly described on Exhibit "A", attached hereto and made a part hereof for all purposes, and being located in Denton County, Texas, together with any and all rights or interests of Grantor in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances thereto (collectively, the "Property"). Grantor, subject to the limitation of such reservation made herein, reserves, for itself, its successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Property. Grantor, its successors and assigns shall not have the right to use or access the surface of the Property, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and/or related to exploration and/or production of the oil, gas and other minerals reserved herein, including without limitation, use or access of the surface of the Property for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and/or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas and other minerals, and/or related to the exploration or production of same. As used herein, the term "other minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances that any reasonable extraction, mining or other exploration and/or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances which are at or near the surface of the Property. The intent of the parties hereto is that the meaning of the term "other minerals" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). As used herein, the term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. Exceptions to conveyance and warranty: The exceptions to title set forth on Exhibit "B" attached hereto and made a part hereof for all purposes ("Permitted Exceptions"). Grantor hereby assigns, without recourse or representation, to Grantee, any and all claims and causes of action that Grantor may have for or related to any defects in, or injury to, the Property. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise. � �,�.m...� �� m � EXECUTED the � � day o�� ,.�� 2014. <.. .. �� THE STATE OF ��,'��` COUNTY OF �_==�� „�� . � � Shiron Investments, LLC, a Texas limited liability company � �,,,µ.m M By: �, �, � � ��.m, �......:_-��'� �"" N;:a��e �....��,��:� �... m� �� ................. .... �.� ... ...... .....0 �� Title: " „` �"�' '"'�" ��..........��.��° � �� .....� _. � ___._____....___________......_____________. ACKNOWLEDGMENT This M�� t �� d� �ai before me 2014 b � " � �� Y ,� "� �` �� .�. �� "�� .... , �� `� °� ° �� '�� ^ �""� ��.a ��w��:��a�� LLC, a T��t � dr�3u��;a�'liability company, on �, , s , � , � �,�r � H , �m�� v , ,� �� „�� . � �' �� ,; , v i ��i �, � � a �� ; ��'� � �'��R'�� r iiiif 1 rl"��l�fl � �� Gr �" 3. �� 6� f f I I � r�+ � � �/ , o �'C�J�"d; ��ri ��;;�� IF�f��ii��iul��}�.(�� Irl4"I`? P MV! � ��, «�s �W r� � ll/aP , m��!� ✓ �+ rm�� r nn rrc �v�:¢+:mm � � ra��,�..✓-,o,� Upon Filing Return To: The City of Denton-Engineering Attn: Paul Williamson 901-A Texas Street Denton, TX 76209 3 of � ��"�� ,�'�-_____�, �,� �� of Shiron liability company. �'a�l�l�� State of Texas �.��d� expires: .......___ Send Tax Billing Statements To: The City of Denton Attn: Finance Department 215 East McKinney Street Denton, Texas 76201 EXHIBIT "A" TO SPECIAL WARRANTY DEED Legal Description Of Property BEING all that certain lot, tract or parcel of land situated in the Gideon Walker Survey, Abstract Number 1330, City of Denton, Denton County, Texas, and being part of that certain tract of land described by deed to Shiron Investments, LLC., recorded under Instrument Number 2007-34590, Official Public Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod with cap stamped "Coleman" found for the northwest corner of said Shiron tract and a westerly corner of a tract of land described by deed to the City of Denton, recorded in Volume 2431, Page 843, Deed Records, Denton County, Texas, same point being in the occupied east line of Mayhill Road; THENCE South O1 degrees 50 minutes 42 seconds West, with the west line of said Shiron tract and the occupied east line of Mayhill Road, a distance of 135.49 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for the POINT OF BEGINNING; THENCE South 88 degrees 50 minutes 43 seconds East, over and across said Shiron tract, a distance of 134.59 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for corner in the east line of said Shiron tract and the west line of Tower Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet M, Page 115, Plat Records, Denton County, Texas; THENCE South O1 degrees 59 minutes 44 seconds West, with the west line of said Tower Addition, a distance of 233.87 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for an inner ell corner of said Tower Addition; THENCE North 88 degrees 33 minutes 24 seconds East, with a south line of said Tower Addition, a distance of 31.00 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for an inner ell corner of said Tower Addition; THENCE South 00 degrees OS minutes 10 seconds West, with the west line of said Tower Addition, a distance of 44.31 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for an inner ell corner of said Tower Addition; THENCE North 86 degrees 21 minutes 19 seconds West, with a south line of said Tower Addition, a distance of 24.45 feet to a railroad spike found for an inner ell corner of said Tower Addition; THENCE South 03 degrees 18 minutes 11 seconds West, with the west line of said Tower Addition, a distance of 385.02 feet to a 1/2 inch iron rod found for an inner ell corner of said Tower Addition; THENCE South 82 degrees 55 minutes 09 seconds East, with a south line of said Tower Addition, a distance of 1.18 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" set for an inner ell corner of said Tower Addition; THENCE South 02 degrees O1 minutes 47 seconds West, with the west line of said Tower Addition, a distance of 15.72 feet to a 1/2 inch iron rod found for the southeast corner of said Shiron tract and the southwest corner of said Tower Addition, same point being in the north line of Ronjon Group Business Park Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet Q, Page 350, Plat Records, Denton County, Texas; 4 THENCE North 89 degrees 33 minutes 14 seconds West, passing at 106.93 feet an "X" found in concrete for the northwest comer of said Ronjon Group Business Park Addition, continuing on for a total distance of 133.20 feet to a "PK" Nail set in Mayhill Road for the southwest corner of said Shiron tract, THENCE North O1 degrees 50 minutes 42 seconds East, with the west line of said Shiron tract and with Mayhill Road, a distance of 677.96 feet to the POINT OF BEGINNING and containing 2.141 acres of land, more or less. EXHIBIT "B" TO SPECIAL WARRANTY DEED Permitted Exceptions Easement executed by RAY L. MARTIN and GERTRUDE MARTIN to SINCLAIR-GULF PIPELINE COMPANY filed February 15, 1918, recorded in Volume 158, Page 246, Deed Records of Denton County, Texas.(Blanket Easement) (In regard only to this exception, Item/paragraph No. 1(b)(4), 3, and 4 of the T-19 endorsement is hereby deleted pursuant to Procedural Rule SO.b) Easement executed by RAY L. MARTIN to LONE STAR GAS COMPANY filed August 24, 1925, recorded in Volume 199, Page 618, Deed Records of Denton County, Texas.(Blanket Easement) (In regard only to this exception, Item/paragraph No. 1(b)(4), 3, and 4 of the T-19 endorsement is hereby deleted pursuant to Procedural Rule SO.b) Easement executed by CALVIN GABBERT and wife, ISY MAE GABBERT to LONE STAR GAS COMPANY filed May 27, 1955, recorded in Volume 410, Page 170, Deed Records of Denton County, Texas. (Blanket Easement) (In regard only to this exception, Item/paragraph No. 1(b)(4), 3, and 4 of the T-19 endorsement is hereby deleted pursuant to Procedural Rule SO.b) Easement executed by C. LANIER CHAMBERS, TRUSTEE to LONE STAR GAS COMPANY filed July 21, 1970, recorded in Volume 605, Page 147, Deed Records of Denton County, Texas.(Blanket Easement) (In regard only to this exception, Item/paragraph No. 1(b)(4), 3, and 4 of the T-19 endorsement is hereby deleted pursuant to Procedural Rule SO.b) Mineral lease granted by WALTER L. HLJNTER and wife, ANNA HLJNTER to MARTIN REAGON and ELDER DAVIS described in instrument filed Apri122, 1937, recorded in Volume 265, Page 267, Deed Records of Denton County, Texas. (Title to said interest not checked subsequent thereto.) (In regard to this exception, Item/paragraph No. 3 of the T-19 endorsement is hereby deleted pursuant to Procedural Rule SO.b) Mineral lease granted by DOUGLAS M. KEY to STANDARD OIL COMPANY OF TEXAS described in instrument filed July 18, 1957, recorded in Volume 430, Page 669, Deed Records of Denton County, Texas. (Title to said interest not checked subsequent thereto.) (In regard to this exception, Item/paragraph No. 3 of the T-19 endorsement is hereby deleted pursuant to Procedural Rule SO.b) Mineral Estate and Interest described in instrument filed December 16, 1966, recorded in Volume 544, Page 667, Deed Records of Denton County, Texas. (Title to said interest not checked subsequent thereto.) (In regard to this exception, Item/paragraph No. 4 of the T-19 endorsement is hereby deleted pursuant to Procedural Rule SO.b) Location of covered are� over the East boundary line as shown on survey prepared by Douglas L. Arthur, RPLS No. 4357, dated November 15, 2011. Fence encroachment(s) as shown on survey prepared by Douglas L. Arthur, RPLS No. 4357, dated November 15, 2011. Location of overhead power lines running across tract, Verizon box, water valve and gas meter in place as shown on survey prepared by Douglas L. Arthur, RPLS No. 4357, dated November 15, 2011. �ii�, ��,,,;, ,, � � �� DATE : March 20, 2014 GF NO : 135675 TO : CITY OF DENTON, TEXAS, a Texas home rule municipal corporation ATTN: LUANN OLDHAM 901-A TEXAS ST 2ND FLOOR DENTON, TX 76209 RE : Owner's Title Policy (Texas Form T-1 ) regarding the property described in the above referenced �le as , Denton County, Texas and being commonly known as MAYHILL RD., DENTON, TEXAS ("Property„). We are pleased to enclose an Owner's Title Policy No. 103-0-135675 from TitleRes, issued in connection with the purchase of the property described in the Title Policy. The enclosed Title Policy is an important legal document, so please safeguard it with your other important papers. TITLE RESOURCES appreciates the opportunity to be of service to you and hope that you will remember us should you have a future need for the services of a title company. Please call if you have any further questions or if we can be of further assistance. Thank you again for letting TITLE RESOURCES help you with the purchase of your property. ORIGINAL DOCUMENT ENCLOSED Gail Green Policy Processor gail@trnt.net Enclosure 525 �c�antVn p�ap� 2€3€i �raLt� #12� � II��rkqcrrra,'➢`ex�r; 762(7s '�` 41i�� (94(1} 3E�9-10Q1G �" I`J��;ara� ()�&(3} 245-�9➢.� "w' ]F�ax (94�}) R�$-d121. 103-0-135675 OWNER'S POLICY OF TITLE INSURANCE (Form T-1) Issued by Title esources Guaranty Company Any notice of claim and any other notice or statement in wrlting required to be given the Company under this Policy must be given to the Company at the address shown in Sectlon 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, TITLE RESOURCES GUARANTY COMPANY, a Texas corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from: (a) A defect in the Title caused by: (i) forgery, fraud, undue influence, duress, incompetency, incapacity or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired or otherwise invalid power of attorney; (vi) a document not properly filed, recorded or indexed in the Public Records including failure to pertorm those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachmenY' includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. (d) Any statutory or constitutional mechanic's, contractor's, or materialman's lien for labor or materials having its inception on or before Date of Policy. 3. Lack of good and indefeasible Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to: (a) the occupancy, use or enjoyment of the Land; (b) the character, dimensions or location of any improvement erected on the Land; (c) subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective: (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency or similar creditors' rights laws by reason of the failure of its recording in the Public Records: (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. �� ,° �� , �..r� � , r �'��.. ��MiAPl�nrrre�e! `�i��ra i�a�i ._...�W.�.._. �� i �� .�. �. ' �: � � . �� Form T-1: Owner's Policy of Y �c �'� °�°xc��p TLtle Resources Guaranly Compa�cy By: 7 �t�� ,?"�.,�e� < �,�, �.,..�.�.„c. ...._ Execulwe Vice 4"rt�,Vrt9r�maJk n .� ��..h��d�S:f .... Y, �._..��'"��t'�`�,��. ��.�' IPdM. P mi� v�Pf"f Effective 1 /03/2014 OWNER'S POLICY OF TITLE INSURANCE (Form T-1) Issued by TITLE RESOURCES GUARANTY COMPANY SCHEDULE A Name and Address of Title Insurance Company: TITLE RESOURCES GUARANTY COMPANY 8111 LBJ Freeway, Suite 1200, Dallas, Texas 75251 File No.: 135675 Address for Reference only: MAYHILL RD., DENTON, TX Amount of Insurance: $590,000.00 Date of Policy: February 3, 2014, at 02:55 pm Policy No.: 103-0-135675 Premium: $4,128.50 1. Name of Insured: CITY OF DENTON, TEXAS, a Texas home rule municipal corporation 2. The estate or interest in the Land that is insured by this policy is: Fee Simple 3. Title is insured as vested in: CITY OF DENTON, TEXAS, a Texas home rule municipal corporation 4. The land referred to in this policy is described as follows: Being all that parcel of land situated in the G. Walker Survey, Abstract No. 1330, City of Denton, Denton County, Texas and described on Exhibit "A" attached hereto and made a part hereof for all purpose. Form T-1: Owner's Policy of Title Insurance Page 1 File No.: 135675 OWNER'S POLICY OF TITLE INSURANCE (Form T-1) Issued by � i � ��:1��1�1:Z��11_1:7_1 � � �'L��71►►i I�_1 � 1'1 SCHEDULE B �{�3 � � �L�I►�� y:Zi7 i�i'[��/ �:Z�rl � Policy No.: 103-0-135675 This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of the terms and conditions of the leases and easements, if any, shown in Schedule A, and the following matters: 1. Tl��-�fo��o�a��_r��r��....�:��r��a�s�� _��a�--+�i�—ka�l+��nr--{-�h��--�'��-+�:�-�+t� ��r��--��=�r-��w�� I��--�i�- ��-t-i�-}; 2. �.rw�r- ��r-�{��.rr�i�s_.-��I�i�; -�rM shortages in area +��._b��r�..�� d�r..,��-��.��;... FedP","'�"FJ"il'""�d'�1'�.F"w�..�""I��j„'T,Y'�'...,,L�11'T'�'"�7"'N'"+rJT t4»�S'�'��'#�'��."�.�,,,.1:��"""��"�.JW 5:71T"V':/"'�"C7'7"'1"�"�.7'a 3. Homestead or community property or survivorship rights, if any, of any spouse of any Insured. 4. Any titles or rights asserted by anyone, including but not limited to, persons, the public, corporations, governments or other entities, (a) to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or (b) to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or (c) to filled-in lands, or artificial islands, or (d) to statutory water rights, including riparian rights, or (e) to the area extending from the line of inean low tide to the line of vegetation, or the right of access to that area or easement along and across that area. 5. Standby fees, taxes and assessments by any taxing authority for the year 2014, and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year. 6. The following matters and all terms of the documents creating or offering evidence of the matters (The Company must insert matters or delete this exception).: Form T-1: Owner's Policy of Title Insurance Page 2 Continuation of Schedule B Policy No. 103-0-135675 (a) Easement executed by RAY L. MARTIN and GERTRUDE MARTIN to SINCLAIR-GULF PIPELINE COMPANY filed February 15, 1918, recorded in Volume 158, Page 246, Deed Records of Denton County, Texas.(Blanket Easement) (b) Easement executed by RAY L. MARTIN to LONE STAR GAS COMPANY filed August 24, 1925, recorded in Volume 199, Page 618, Deed Records of Denton County, Texas.(Blanket Easement) (c) Easement executed by W.L. HUNTER and wife, Anna HUNTER to TEXAS POWER & LIGHT COMPANY filed November 12, 1936, recorded in Volume 262, Page 171, Deed Records of Denton County, 1'exas. (d) Easement executed by W.L. HUNTER and wife, ANNA HUNTER to TEXAS POWER & LIGHT COMPANY filed March 9, 1939, recorded in Volume 276, Page 136, Deed Records of Denton County, Texas. (e) Easement executed by CALVIN GABBERT and wife, ISY MAE GABBERT to LONE STAR GAS COMPANY filed May 27, 1955, recorded in Volume 410, Page 170, Deed Records of Denton County, Texas.(Blanket Easement) (� Easement executed by C. LANIER CHAMBERS, TRUSTEE to LONE STAR GAS COMPANY filed July 21, 1970, recorded in Volume 605, Page 147, Deed Records of Denton County, Texas.(Blanket Easement) (g) Mineral lease granted by WALTER L. HUNTER and wife, ANNA HUNTER to MARTIN REAGON and ELDER DAVIS described in instrument filed April 22, 1937, in Volume 265, Page 267, Deed Records of Denton County, Texas. (Title to said interest not checked subsequent thereto.) (h) Mineral lease granted by DOUGLAS M. KEY to STANDARD OIL COMPANY OF TEXAS described in instrument filed July 18, 1957, in Volume 430, Page 669, Deed Records of Denton County, Texas. (Title to said interest not checked subsequent thereto.) (i) Mineral Estate and Interest described in Mineral Deed executed by CALVIN GABBERT and wife, ISY MAE GABBERT to LONE STAR GAS COMPANY, filed December 16, 1966, recorded in Volume 544, Page 667, Deed Records, Denton County, Texas. (Title to said interest not checked subsequent thereto.) (j) Power lines and poles in place; as shown on survey dated August 22, 2013, prepared by Douglas L. Arthur, RPLS #4357. (k) No liability is assumed by reason of fence encroachments and protrusions as shown on survey dated August 22, 2013, prepared by Douglas L. Arthur, RPLS #4357. or T-1: ner's olicy of Title Insuranc a e 3 Continuation of Schedule B Policy No. 103-0-135675 (I) Mineral Estate and Interest described in Deed executed by SHIRON INVESTMENTS, LLC, a Texas limited liability company to the CITY OF DENTON, TEXAS, a Texas home rule municipal corporation, filed February 3, 2014, under CC# 2014-9497, Real Property Records, Denton County, Texas. (Title to said interest not checked subsequent thereto.) . • -. . .. - � p�q � - w; . �EIiVG all th�t certain Iot, tract ar parcel of tand situated ir� the Gideon UValker Survey, Abstract Nurriber 1330, City of I)enton, I?entan Cour�ty, Texas9 and beit�g part of that certain traci of land described by deed to Shiron Investrnents, LLC., recorded under Instrument Nurrsber 2007-34596, Offieial Public Records, L)�nton C;ouniy, Texas, and being more particularly described as follovvs: COlVi11�I�,NC'INC'i at a 1/2 inch iron rod with cap stamped "C�lernan" found for the narthwest corner of said Shiron tract and a westerly corner of a tract of land described by deed to the �ity af Denton, rec:r�rded in Volume 2431, Page 8439 De�d Kecords, I3enton County, Texas, same point beir�g in the occupied east line of Niayhill Itoad; THENCE �outh O1 degr�es 50 minutes 42 s�conds �t/est, with the vvest Isne of said ShPron tr�ut �nd the occupied east [In� of Mayhill Road, a distanee �f 135.49 f'eet to a 1/2 inch iron rod with yellow cap stamped "Arihur Surveyirtg Cornpany" set far the POINT OF BEC°rINNIIVCi; THENCE South 88 degrees SO minutes 43 seconds East, over and across said Shirot� tract, a distance af 134.59 feet to a 1/2 inch irorr rod with yellow cap siamped "flrthur Surveying �orripany" set f'o�� corner in the east line of'said Shiron tract and the west line of'T'ower flddition, an additian ta the Csty of Denton, L)enton C;aunty, Texas, accordang ta the plat thereof°recorded irt �abinet M, Page 115, �iat Ft�cords, Der�tan �ounty, T`exas; T'HENCE South O1 d�grees 59 minutes 44 seconds West, with the west l�ne af said Tower Addit�on, a distance of 233.87 feet to a 1/2 inc;h ir•on rod with yellow cap stamped "Arthur �urveying Company" set for an inner ell corner of said Tower f#ddition; TF-�ENCE Nos•th 88 degrees 33 minutes 24 secor�ds East, with a south line of said T'ower f#ddition, a distance af 31.00 feet tc� a 1/2 inch iron rod with yellow cap stamped "Asrthur Sur•veying Company" set for an inner ell corner of said "I`ower• Addition; THENC;E South 60 degrees 05 minutes 30 seconds \1dc;st, with the west line of'said "I'ower P�dditicrr�, a destance af 44.31 f'eet to a 1/2 inch iron rod with yellow cap stamped "Ai•thur• Surveying �ompany" set Po�• an inner �lI corner of'said "I'owver Adddtian; "I'HENC;E North 86 degrees 21 dninutes 19 seconds 4�lest, wiih a south line of said T`ower Addition, a distance af 24.45 feet io a railroad spike found for ar� inner ell corner of said "I'ower Addit�on; THENC;L South 03 degrees 18 minutes 11 seconds West, with the west line of said "f'ower� flddition, a disearrce �f 385.02 f'eet to a 1/2 irach ia•on rod found for an inner ell carnea° af said Towei• Addition� 'I`H�;IVCE South 82 degi•ees 55 minutes 09 secor�ds East, with a south 12ne of said Tawver flddit�an, a distance of° 1.18 feet to a I/2 inch iron rod with yellow cap starr�ped "�lrthur Surveyir�g Company" set i'or an inner ell corr��r of'said Tower Addition; THETVCL; South 02 degrees O1 minutes 47 seconds West, with the west line of said Tower Addiiion, a distance of 15.72 feet to a 1/2 ir�ch iron r•od four�d f'or the southeast corner of said Shiror� ta•act ar�d the southv�est corr�er of said T'ower Addieion, same point being in the north line of Itonjon Group Business I'ark Addition, an addition to the City o4'Derston, Denton �ounty, Texas, according tc� the plat thereof record�d in Cabinet Q, Page 350, I'lat R�corcls, Denton County, 'I`�xas; THENC� North 89 degrees 33 rninutes 14 seconds VJest, passrng at 106.93 feet ara "X" found in concrete for the northwest corner of said Itonjon Cgroup IIusiness Park Addition, continuing an for a total distance of 133.20 feet to a"F°K„ Nail set in Iviayhill Road for the southwest corner of said 5hsron tract, T�IENCE North O1 degrees 50 rninutes 42 seconds East, with the �est line of said Shiron tract and with Ivlayhill Itoad, a distar�ce of 677.96 f'eet to the P�Ilv'i C3F BEGINNINip and containing 2.141 acres of [and, rris�re s�r less. l�ot�e T` e Co ��y is t°� i it� fr°� i s rin� t e ar�� or ��ntit� of t� l�n esca°i e �r�ina Any st�te e t i th� �bov� l� al �s�r°i ti� of t��r°ea �r° �ntity �f la d is ot � re r�s�r►iatican t�t suc ar�� r � tity °rs c�rrect, b t is � e�nly for i f�r �ti�nal � d/�r i entiticatio r�s�s �n o�� not �verri e Ite 2�ef Sc � ul� �r��f EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to: (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions or location of any improvement erected on the Land; (iii) subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is: (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. 6. The refusal of any person to purchase, lease or lend money on the estate or interest covered hereby in the land described in Schedule A because of Unmarketable Title. CONDITIONS 1. DEFINITION OF TERMS. The following terms when used in this policy mean: (a) "Amount of Insurance": the amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company or other similar legal entity. (d) "Insured": the Insured named in Schedule A. (i) The term "Insured" also includes: (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title; (1) If the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured, (2) If the grantee wholly owns the named Insured, (3) If the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or (4) If the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B), (C) and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (e) "Insured ClaimanY': an Insured claiming loss or damage. (fl "Knowledge" or "Known": actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "Land": the land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage": mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (i) "Public Records": records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. Wth respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. (j) "Title": the estate or interest described in Schedule A. (k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE. Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 1/03/2014 The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT. The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) below, or (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. When, after the Date of the Policy, the Insured notifies the Company as required herein of a lien, encumbrance, adverse claim or other defect in Title insured by this policy that is not excluded or excepted from the coverage of this policy, the Company shall promptly investigate the charge to determine whether the lien, encumbrance, adverse claim or defect or other matter is valid and not barred by law or statute. The Company shall notify the Insured in writing, within a reasonable time, of its determination as to the validity or invalidity of the Insured's claim or charge under the policy. If the Company concludes that the lien, encumbrance, adverse claim or defect is not covered by this policy, or was otherwise addressed in the closing of the transaction in connection with which this policy was issued, the Company shall specifically advise the Insured of the reasons for its determination. If the Company concludes that the lien, encumbrance, adverse claim or defect is valid, the Company shall take one of the following actions: (i) institute the necessary proceedings to clear the lien, encumbrance, adverse claim or defect from the Title as insured; (ii) indemnify the Insured as provided in this policy; (iii) upon payment of appropriate premium and charges therefore, issue to the Insured Claimant or to a subsequent owner, mortgagee or holder of the estate or interest in the Land insured by this policy, a policy of title insurance without exception for the lien, encumbrance, adverse claim or defect, said policy to be in an amount equal to the current value of the Land or, if a loan policy, the amount of the loan; (iv) indemnify another title insurance company in connection with its issuance of a policy(ies) of title insurance without exception for the lien, encumbrance, adverse claim or defect;. (v) secure a release or other document discharging the lien, encumbrance, adverse claim or defect; or (vi) undertake a combination of (i) through (v) herein. 4. PROOF OF LOSS. In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS. (a) Upon written request by the Insured, and subject to the options contained in Sections 3 and 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained in Sections 3 and 7, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competentjurisdiction and it expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE. (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY. In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 1/03/2014 To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Othervvise Settle With Parties Other than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY. This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of: (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 3 or 5 and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10%, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees and expenses incurred in accordance with Sections 5 and 7 of these Conditions. 9. LIMITATION OF LIABILITY. (a) If the Company establishes the Title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the Land, all as insured, or takes action in accordance with Section 3 or 7, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully pertormed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY. All payments under this policy, except payments made for costs, attorneys' fees and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE. The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS. When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT. (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 74. ARBITRATION. Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured, unless the Insured is an individual person (as distinguished from an Entity). All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT. (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim, shall be restricted to this policy. Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 1/03/2014 (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy or (iv) increase the Amount of Insurance. Each Commitment, endorsement or other form, or provision in the Schedules to this policy that refers to a term defined in Section 1 of the Conditions shall be deemed to refer to the term regardless of whether the term is capitalized in the Commitment, endorsement or other form, or Schedule. Each Commitment, endorsement or other form, or provision in the Schedules that refers to the Conditions and Stipulations shall be deemed to refer to the Conditions of this policy. 16. SEVERABILITY. In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid and all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM. (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured, and in interpreting and enforcing the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of laws principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT. Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at 8111 LBJ Freeway, Suite 1200, Dallas, Texas 75251. Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 1/03/2014 Privacy Policy Notice � . � ;�; � ' � - Title V of the Gramm-Leach-Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Tl 1 LL` lOL` �.7o V 1<�L' �.7y LLC. (66 111 LL` ilL` �o V RI.L' �799�. We may collect nonpublic personal inforrnation about you from the following sources: • Information we receive from you, such as on applications or other forms. • Information about your transactions we secure from our files, or from our affiliates or others. • Information we receive from a consumer-reporting agency. • Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an ainended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above inforrnation that we collect about our customers or forrner customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or forrner customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: • Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. • Non-financial companies such as envelope stuffers and other fulfillment service providers. ��; �' � � . � � ; � . � , , �. . �. . ;� � � . � � . , � . � � . � � . � � l : We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Title Resources Guaranty Company Privacy Polfcy Notice I' ''� � �'! Title V of the Gramm-Leach-Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nanpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of Title Resources Guaranty Company We inay collect nonpublic personal information about you from the following sources: • Information we receive from you, such as on applications or other forms. • Information about your transactions we secure from our files, or from our affiliates or others. • Information we receive from a consuiner reporting agency. • Inforrnation that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as perrnitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: • Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. � Non-financial companies such as envelope stuffers and other fulfillment service providers. 1� �; 1 � . / ' : ' ' 1 • �' . 1 � G� � � � � � � � . .1 , , � ' , � • �; C We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. G.F. Number 135675 IMPORTANT NOTICE To obtain information or make a complaint: 1. You may contact your title insurance agent at 940-381-1006. 2. You may call Title Resources Guaranty Company's toll-free telephone number for information or to make a complaint: Title Resources Guaranty Company. 3. You may also write to Title Resources Guaranty Company at Title Resources Guaranty Company. 4. You may contact the Texas Department of Insurance to obtain information on companies, coverages, rights or complaints at 1-800-252-3439. 5. You may write the Texas Department of Insurance, P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: http://www.tdi.state.tx.us E-mail: ConsumerProtection@.tdi.state.tx.us PREMIUM OR CLAIM DISPUTES: Should you have a dispute concerning your premium or about a claim you should contact the title insurance agent first. If the dispute is not resolved, you may contact the Texas Department of Insurance. ATTACH THIS NOTICE TO YOUR POLICY: This notice is for information only and does not become a part or condition of the attached document. AVISO IMPORTANTE Para obtener informacion o para someter una queja: 1. Puede comunicarse con su agente de seguro de titulo al 940-381-1006. 2. Usted puede Ilamar al numero de telefono gratis de Title Resources Guaranty Company 's para informacion o para someter una queja al Title Resources Guaranty Company. 3. Usted tambien puede escribir a Title Resources Guaranty Company: Title Resources Guaranty Company. 4. Puede comunicarse con el Departamento de Seguros de Texas para obtener informacion acerca de companias, coberturas, derechos o quejas al: 1-800-252-3439 5. Puede escribir al Departamento de Seguros de Texas: P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: http://www.tdi.state.tx.us E-mail: ConsumerProtection@tdi.state.tx.us DISPUTAS SOBRE PRIMAS O RECLAMOS: Si tiene una disputa concerniente a su prima o a un reclamo, debe comunicarse con el agente de seguro de titulo primero. Si no se resuelve la disputa, puede entonces comunicarse con el departamento (TDI). UNA ESTE AVISO A SU POLIZA: Este aviso es solo para proposito de informacion y no se convierte en parte o condicion del documento adjunto. ` Denton County Cynthia Mitchell County Clerk Denton, TX 76202 70 2014 00009497 Instrument Number: 2014-9497 Recorded On: February 03, 2014 Parties: SHIRON INVESTMENTS LLC To Comment: Warranty Deed Total Recording 54.00 54.00 As Warranty Deed ( Parties listed above are for Clerks reference only ) ** Examined and Charged as Follows: ** Billable Pages: 8 Number of Pages: 8 ************ DO NOT REMOVE. THIS PAGE IS PART OF THE INSTRUMENT ************ Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Document Number: 2014-9497 Receipt Number: 1129841 Recorded Date/Time: February 03, 2014 02:55:53P User / Station: P Sallee - Cash Station 2 Record and Return To� TITLE RESOURCES WILL CALL DENTON TX 76202 THE STATE OF TEXAS } COUNTY OF DENTON } I Ywnrc�M�y u�+ae�'6��r� �Y�earot thls Instrumeuxp �nr�t� �ILED In the Flle Nuenn%�r�¢p-sequence on the dzat�3P'klme pA•le�ztrr� ��rrr�r�ea„ �rao�� was duly REC��"dGA�i� Gn the Ofticlal Recon��M�� aaf Denton County, T�a�o-��e. ��- County Clerk Denton County, Texas