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2014-032sAlegal \our documents ordinances \14 \altemus ordinance.doc ORDINANCE NO. 2014 -032 AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE A CONTRACT OF SALE (HEREIN SO CALLED), AS ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT "A ", BY AND BETWEEN CARLA GATES HOPPER, INDIVIDUALLY AND AS INDEPENDENT CO- EXECUTRIX OF THE ESTATE OF CONNIE MORRIS ALTEMUS, DECEASED, AND BARBARA GATES LAUGHLIN INDIVIDUALLY AND AS INDEPENDENT CO- EXECUTRIX OF THE ESTATE OF CONNIE MORRIS ALTEMUS, DECEASED AS OWNER (HEREIN SO CALLED), AND THE CITY OF DENTON, TEXAS, AS BUYER, REGARDING THE SALE AND PURCHASE OF FEE SIMPLE TO TWO TRACTS IDENTIFIED AS A 12.48 ACRE TRACT, MORE OR LESS, AND A 38.01 ACRE TRACT, MORE OR LESS, BOTH SITUATED IN THE B.B.B. & C.R.R. CO. SURVEY, ABSTRACT NO. 196, LOCATED IN THE CITY OF DENTON, DENTON COUNTY, TEXAS, AS MORE PARTICULARLY DESCRIBED IN THE CONTRACT OF SALE, LOCATED GENERALLY IN THE 3800 BLOCK OF COUNTRY CLUB ROAD (THE "PROPERTY INTERESTS "), FOR THE PURCHASE PRICE OF THREE HUNDRED THOUSAND DOLLARS AND NO CENTS ($300,000.00), AND OTHER CONSIDERATION, AS PRESCRIBED IN THE CONTRACT OF SALE; 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 Contract of Sale, 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 $300,000.00, plus certain costs, as prescribed in the Contract of Sale; and (ii) any other documents necessary for closing the transaction contemplated by the Contract of Sale; and (b) to make expenditures in accordance with the terms of the Contract of Sale. 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 APPROVI-* this Ilic day of b a 2014, MARK A. f3tJRROQ(.'r`1]S, '1AYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY 0 AP ANITA BURGESS, CITY ATTORNEY By: STATE OF TEXAS § COUNTY OF DENTON § CONTRACT OF SALE NOTICE YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE. This Contract of Sale (the "Contract") is made this _ day of �� m � ;, 2014, effective as of the date of execution hereof by Buyer, as defined herein (the „`��;��ve Date"), by and between Carla Gates Hopper, individually and as Independent Co-Executrix of the Estate of Connie Morris Altemus, deceased, and Barbara Gates Laughlin individually and as Independent Co-Executrix of the Estate of Connie Morris Altemus, deceased (referred to collectively herein as "Seller") and the City of Denton, Texas, a Home Rule Municipal Corporation of Denton County, Texas (referred to herein as "Buyer"). RECITALS WHEREAS, Seller owns that certain tract of land being more particularly described on Exhibit "A", attached hereto and made a part hereof for all purpos.es, 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 thereon and all other rights and appurtenances to the Land (collectively, the "Property"). ARTICLE I SALE OF PROPERTY ror 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 themselves and itself, their heirs, devisees, successors and assigns, all oil, gas and other minerals in, on and under and that may be produced from the Property. Seller, their heirs, devisees, successors and assigns shall not have the right to use or access the surface of the Property, in any �1/%,�- way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and/or related to exploration and/or production of the oil, gas and other minerals reserved herein, including without limitation, use or access of the surface of the Property for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and/or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas and other minerals, and/or related to the exploration or production of same. As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances 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 "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. It is understood that the Property, or a portion thereof, may be subject to an existing oil and gas lease and that such oil and gas lease, to the extent it is valid and subsisting, shall not be subject to such surface use prohibitions, to the extent provided by law. However, (i) such oil and gas lease shall be considered an Exception, as deiined below; and (ii) nothing contained herein shall be deemed as recognizing the validity or subsistence of such lease and/or operate as a revivor thereof. 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 Three Hundred Thousand and No/100 Dollars ($300,000.00) (the "Purchase Price"). 2.02 Earnest Money. Buyer shall deposit the sum of Five Thousand and No/100 Dollars ($5,000.00), as Earnest Money (herein so called) with Capital Title of Texas LLC- Denton 620 West Hickory Street, Denton, TX 76201 (the "Title Company"), as escrow agent, within fourteen (14) calendar days after 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 �� 2 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 consideration for Seller's execution and delivery of the Contract. The Independent Contract Consideration is in addition to, and independent of any other consideration or payment provided in this Contract, is non-refundable, and shall be retained by Seller notwithstanding any 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, 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 sole cost and expense, true and correct copies of all instruments that create or evidence Exceptions (the "Exception Documents"), including those described in the Title Commitment as exceptions to which the conveyance will be subject and/or which are required to be released or cured at or prior to Closing. 3.02 Survey. Within sixty (60) calendar days after the Effective Date, Seller shall cause to be prepared at Buyer's expense, a current on the ground survey of the Property (the "Survey"). The contents of the Survey shall be prepared by a surveyor selected by Buyer and shall include the matters prescribed by Buyer, which may include but not be limited to, a depiction of the location of all roads, streets, easements and rights of way, both on and adjoining the Property, water courses, 100 year flood plain, fences and improvements and structures of any kind and other matters provided in items 1-4, 6a, 7a, 8, 11,13,16, 18, and 19 of Table A of the ALTA Minimum Standard Detail Requirements. The Survey shall describe the size of the Property, in acres, and contain a metes and bounds description thereof. Seller shall furnish or cause to be furnished any affidavits, certificates, assurances, and/or resolutions as required by the Title Company in order to amend the survey exception as required by Section 3.05, below. The description of the Property as set forth in the Survey, at the Buyer's election, shall be used to describe the Property in the deed to convey the Property to Buyer and shall be the description set forth in the Title Policy. Notwithstanding the Survey of the Property, the Purchase Price for the Property, as prescribed by Section 2.01, above, shall not be adjusted in the event the Survey shall determine the Property to be either larger or smaller than that depicted in Exhibit "A", attached hereto. �i� 3 3.03 Review of Title Commitment, Survey and Exception Documents. Buyer shall have a period of fifteen (15) calendar days (the "Title Review Period") commencing with the day Buyer receives the last of the Title Commitment, the Survey, and the Exception Documents, in which to give written notice to Seller, specifying Buyer's objections to one or more of the items ("Objections"), if any. All items set 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 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 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 Seller's sole cost and expense, shall cause a standard Texas Owner's Policy of Title Insurance ("Title Policy") to be furnished to Buyer. The Title Policy shall be issued by the Title Company, in the amount of the Purchase Price and insuring that Buyer has indefeasible fee simple 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 otherwise agreed by Buyer; li� 4 (d) no liens will be shown on Schedule B, Notwithstanding the enumeration of the stated 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 specified in this Contract are wholly conditioned on Buyer's having determined, in Buyer's sole and absolute discretion, during the period commencing with the Effective Date of this Contract and ending ninety (90) calendar days thereafter (the "Absolute Review Period"), based on such appraisals, 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 environtnental 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 conduct engineering studies of the Property, and 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, if requested by 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 speciiic reference is made to another date, that: (a) The descriptive information concerning the Property 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) The 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 obligations hereunder. (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 against or affecting the Property. (� The Seller has paid all real estate and personal property taxes, assessments, excises, and levies that are presently due, if any, which are against or are related to the Property, or will be due as of the Closing, and the Property will be subject to no such liens. (g) 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, except a 6% real estate commission to Keller Williams Realty, Kathy Connell, Listing Agent. (h) All Leases, as defined in Article V, Section 5.02(a), shall have expired or otherwise terminated and any and all tenants or parties occupying the Property pursuant to the Leases shall have permanently abandoned and vacated the Property, including without limitation, all personal property of any such tenants or parties, on or before the date of Closing. (i) The Seller is not a"foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended. 5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows: (a) 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 agreements and/or occupancy agreements and/or licenses of any kind or nature (if oral, Seller shall provide to Buyer in writing all material terms thereo fl relating to the possession of the Property, or any part thereof, including any and all modifications, supplements, and amendments thereto (the "Leases"). (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, 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 6 � -" 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, or claims related thereto, 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 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. (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. (d) On or before Closing, Seller shall remove (i) any waste material or debris that are located upon, or may accumulate or otherwise be placed on the Property (the "Waste Material"), from the Property and dispose of same in accordance with all applicable statutes, regulations, rules, orders and ordinances; and (ii) all personal property from the Property. It is expressly stipulated that (i) the Waste Material shall be deemed at all times the property of Seller; and (ii) Buyer may retain, destroy, or dispose of any property, of any kind or type, left or remaining on the Property at Closing (the "Abandoned Property"), without liability of any kind to Buyer and without payment of consideration of any kind to Seller. In the event Buyer shall elect to store said Abandoned Property, Buyer may store such Abandoned Property in the name, and at the expense, of Buyer. (e) Seller shall provide necessary authorization required for any City initiated permitting, planning or zoning applications during the contract period, involving the subject property tracts. 5.02.A. Warranty of Buyer; Property Condition. Buyer represents and warrants to Seller that it has made, or will make prior to Closing, an independent inspection and evaluation of the Property and acknowledges that Seller has made no statements or representations concerning the present or future value of the Property, or the condition, including the environmental condition, of the Property. Except as otherwise specifically represented and warranted by Seller in this Contract, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, STATUTORY, OR IMPLIED, AS TO THE VALUE, QUALITY, QUANTITY, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY AND/OR MATERIALS CONTAINED OR LOCATED IN, ON OR UNDER THE PROPERTY, THE NATURE OF THE PAST OR HISTORIC USE OF THE PROPERTY, AND/OR MERCHANTABILITY OR 7 �� FITNESS FOR PURPOSE OF ANY OF THE PROPERTY. Buyer further acknowledges that it has relied solely upon its independent evaluation and examination of the Property, and public records relating to the Property and the independent evaluations and studies based thereon. Seller makes no warranty or representation as to the accuracy, completeness or usefulness of any information furnished to Buyer, if any, whether furnished by Seller or any third party. Seller assumes no liability for the accuracy, completeness or usefulness of any material furnished by Seller, if any, and/or any other person or party. Reliance on any material so furnished is expressly disclaimed by Buyer, and shall not give rise to any cause, claim or action against Seller. 5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in this Contract, the representations, warranties, covenants and agreements of Seller and Buyer 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). 5.04 Exception to Closure. Notwithstanding anything to the contrary in this Contract, Buyer may terminate this Contract by written notice to Seller in the event the City fails to close on the property identified in the City's Contract of Sale on the "Baudouin" property, immediately adjacent to the property described herein in Exhibit "A," insomuch as the B�yer's public purpose is only met with the acquisition of both tracts. In such event, the Buyer shall be entitled to a reimbursement of its earnest money. 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 or Buyer waives in writing, within the time periods specified in Article III, all of Buyer's objections made in accordance with Article III. 6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements. Buyer is not obligated to perform under this Contract unless all representations, warranties, covenants and agreements of Seller contained in this Contract are true and correct or have been performed, as applicable, as of the Closing Date, except where specific reference is made to another date. 6.03 Adverse Change. Buyer is not obligated to perform under this Contract, if on the date of Closing, any portion of the Property has been condemned by an entity other than Buyer, or is the subject of condemnation, eminent domain, or other material proceeding initiated 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 8 �� is unsuitable to or for Buyer's purposes. 6.05 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. 6.06 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 be one hundred eighty (180) calendar days after the Effective Date, unless otherwise mutually agreed upon by Buyer and Seller. 7.02 Items to be Delivered at the Closing. (a) Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer or the Title Company, at the expense of the party designated herein, the following items: (i) The Title Policy, in the form specified in Article III, Section 3.05; (ii) The Special Warranty Deed, substantially in the form as attached hereto as Exhibit "B", subject only to the Permitted Exceptions, if any, duly executed by Seller and acknowledged; (iii) 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 or the Title Company, the following items: (i) The sum required by Article II, Section 2.01, less the Earnest Money 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 i . �I 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 Seller and Buyer with respect to the Property: (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 Date. If the conveyance contemplated by this Agreement or the use of the Property by the Buyer after the Closing results in the assessment of additional taxes, penalties or interest (the "Rollback Assessments") for periods prior to Closing, Seller shall not be responsible for the Rollback Assessments. If Rollback Assessments are or become due as a result of any activity, use, non-use or any other matter occurring prior to Closing, or from the denial of a special use valuation of the Property, Seller shall be responsible for the Rollback Assessments. Without limiting the general nature of Section 5.03 herein, the obligations contained herein shall survive Closing and shall not be merged with the Special Warranty Deed. 7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at Closing. 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 all other fees, costs and expenses related to Closing. 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 (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 10 �%G"� (iii) Seller fails to deliver at Closing, the items specified 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 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 request 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 under this Contract if Buyer fails to deliver at Closing, the items specified in Article VII, Section 7.02(b) of this Contract for any reason other than a default by Seller under this Contract or termination of this Contract by 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 remedy 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 9.01 Notice. All notices, demands, requests, 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: Barbara Gates Laughlin and Carla G. Hopper Individually and as Independent Co-Executrix of the Estate of Connie Morris ��t��;t�� .c.�� u�� . �'� � / �� .�. _ ��"r �� „�� .�.�.....� d�".�'.....m.��`D a� �,..� ,� ___"" Copies to: For Seller: �� .� � � r ��::��.. � � �. � �� ,� � ��rr�.�� m �t t.r'�; ��"� �"°'��°��-� � �� aa��-��"�! •�� , .�, ��w�� a.,��o ��" �c ��.�� ..��, �� 1 ��. �� T�M61A+�4llA�/�« ._v. BUYER: City of Denton Paul Williamson Real Estate and Capital Support 901-A Texas Street Denton, Texas 76209 Telecopy: (940) 349-8951 For Bu,� Anita Burgess, City Attorney City Attorney's Office 215 E. McKinney Denton, Texas 76201 Telecopy: (940) 382-7923 9.02 Governing Law and Venue. This Contract is being executed and delivered and is intended to be performed in the State of Texas, the laws of Texas governing the validity, construction, enforcement and interpretation of this Contract. THIS CONTRACT IS PERFORMABLE IN, AND THE EXCLUSIVE VENUE FOR ANY ACTION BROUGHT WITH RESPECT HERETO, SHALL LIE IN 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 devisees, heirs, 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. 12 �� 9.05 Risk of Loss. If any damage to the Property shall occur prior to Closing, or if any condemnation or any eminent domain proceedings are threatened or initiated by an entity or party other than Buyer that might result in the taking of any portion of the Property, Buyer may, at Buyer's option, do any of the following: (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 (b) Consummate this Contract, in which case Buyer, with respect to the Property, shall be entitled to receive (i) in the case of damage, all insurance proceeds, if any; and (ii) in the case of eminent domain, all proceeds paid for the Property related to the eminent domain proceedings. Buyer shall have ten (10) calendar days after receipt of written notification from Seller on the final settlement of all condemnation proceedings or insurance claims related to damage to 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 by Seller to Buyer at Closing, in form and substance satisfactory to Buyer, 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 Authority. 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 P.S. Arora, Wastewater Engineer 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. 13 �"�� .... 9.11 Business Days. If the Closing Date or the day of performance required 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 following regular business day. SELLER: �� ° .:�: �-� " �-;, � �� _�. __—_ � . Carla Gates E�c��r �� ,..�.�.� �t��:-� ��"��.��:y��%�w�,,�� Dl� �� ,� � ��w.��aw=�� m��*�,�� .e�.,��°�, � ��'�M°�� .�� . .. A ��"��^��,r'�� ..��,:�� .�-r��`, Carla Gates Hopper; ��- ��,��ut Executrix °� of the Estate of Connie Morris Altemus, deceased Barbara Gates Laughlin Barbara Gates Laughlin, Co- Independent Executrix of the Estate of Connie Morris Altemus, deceased Executed by Seller on the �$ day of �,�'�`�, �� w.�� d� �_,r„ mm,,,,_ 2014. � BUYER: � , �,�'� , �,� By �� CAMPBELL�CITY MANA�� - � ��M C GER _., ,.,,.� Executed by Buyer on the ��'p„mIT day of _ ��,��' �� 2014. ATTEST: JENNIFER WALTERS, CITY SECRETARY � f3� ,�!'}�:�.t�'b"➢��:� AS TO LEGAL FORM: 14 �.�� ANITA BURGESS, CITY ATTORNEY � BY�� '��'�w� � � � ^ _... �. � ...._� � �, a�.s. � � �� G � �� .� ,__.. „�.. �.,_�.,.�� 15 C.�°�� RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acknowledges receipt of an executed copy of this Contract. Title Company agrees to comply with, and be bound by, the terms and provisions of this Contract to perform its duties pursuant to the provisions of this Contract and comply with Section 6045(e) of the Internal Revenue Code of 1986, as amended from time to time, and as further set forth in any regulations or forms promulgated thereunder. TITLE COMPANY: Capital Title of Texas LLC Denton, "��"��a�� ° 76201 ��_�:.� � B�,; Y� �_ ° . .... ............. �.......... .�..� Printed Name: ��.,� �!4�.4.�.....�..��.-�...1 ��— .............. Title: __��.._.......�.�...�.��.��°�.�,_��_ ....._.... � Contract receipt date: ��,��,Y �- , 2014 16 � ,,. EXHIBIT "A" to Contract of Sale Legal Description METES 8L BOUNDS DESCRIPTION TRACT I A 12.48 ACRE (CALLED 12.46 ACRE) TRACT OF LAND, SITUATED IN THE B.B.B. & C. R.R. CO. SURVEY, ABSTRACT NUMBER 196, DENTON COLTNTY, TEXAS, AND BEING THE SAME TRACT OF LAND AS CONVEYED FROM BOBBIE M. SIMMS TO CONNIE ALTEMUS IN VOLUME 901, PAGE 774, DEED RECORDS OF DENTON COUNTY, TEXAS, SAID TRACT BE1NG MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING at a found 1/2" iron rod in the westerly R.O.W. line of Farm to Market Road No. 1830 (A/K/A, F.M. 1830, Country Club Road (an 80' Public R.O.W.) For the northeast comer of the herein described tract, the southeast comer of a 22.41 acre tract this day surveyed (being the same tract of land as recorded in Doc. No. 2011-35969, Official Public Records of Denton County, Texas; THENCE along and with said R.O.W., generally along a fence, South 00°37'41" West, a distance of 891.48 feet (called South 00°28'S0" West, a distance of 893.80 feet) to a point of reference from which a found 1/2" iron rod with yellow cap bears South 88°33'S7" East, a distance of 0.45 feet for the southeast comer of the herein described tract, the northeast corner of a called 1.457 acre tract conveyed to Burch Family Farm, Ltd. in Doc. No. 2007- 110043, Official Public Records of Denton County, Texas; THENCE along and with the northerly boundary line of said Burch Family Farm Tract, generally along a fence, North 8 8° 3 3'S 7" West, a distance of 297.84 feet (called North 88°26'S0" West, a distance of 296.50 feet) to a found 1/2" iron rod for the southwest comer of the herein described tract, a point in the easterly R.O.W. line of a Variable Width Railroad R.O.W. conveyed to G.C. 8L S.F. Rail Road; THENCE along 33°56'34" West, distance of and with said R.O.W., generally along a fence, North a distance of 1097.19 feet (called North 34°02'40" West, a 17 �� 1098.50 feet) to a found 1/2" iron rod for the northwest corner of the herein described tract, the southwest corner of said 22.41 Acre Tract; THENCE along and with the southerly boundary line of said 22.41 Acre Tract, South 88°21 'S 8" East, a distance of 920.52 feet (called South 88°26'S0" East, a distance of 918.60 feet) to the POINT OF BEGINNING and containing 12.48 acres, more or less. 18 METES 8L BOUNDS DESCRIPTION TRACT II A 38.01 ACRE (CALLED 31.51 ACRE) TRACT OF LAND, SITUATED IN THE B.B.B. & C. R.R. CO. SURVEY, ABSTRACT NUMBER 196, DENTON COUNTY, TEXAS, AND BEING THE SAME TRACT OF LAND AS CONVEYED TO CONNIE ALTEMUS AND DESCRIBED 1N VOLUME 901, PAGE 777, DEED RECORDS OF DENTON COUNTY, TEXAS, SAID TRACT BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING at a set 1/2" iron rod in the westerly R. O. W. line of a V ariab le Width Railroad R.O. W. conveyed to G.C. & S.F. Rail Road in Vol. 13, Pg. 3 8 8, Civil Minutes of Denton County, Texas for the northeast corner of the herein described tract, the southeast corner of a 27.93 acre tract this day surveyed (called 27.92 acres in Doc. No. 2011-35970, Official Public Records of Denton County, Texas) said rod being located North 88°25'06" West, a distance of 155.86 feet from a found 1/2" iron rod marking northwest corner of a 12.48 acre tract this day surveyed (called 12.46 acres in Vol. 901, Pg. 774, Deed Records of Denton County, Texas); THENCE along and with said R.O.W., generally along a fence, South 34°00'30" East, a distance of 1098.75 feet to a point of reference from which a found 1/2" iron rod with yellow cap bears South 31°30'30" East, a distance of 0.87 feet for the southeast corner of the herein described tract, the northeast comer of a called 222.275 acre tract conveyed to Burch Family Farm, Ltd (called First Tract) in Doc. No. 2007-110043, Official Public Records of Denton County, Texas; THENCE along and with the northerly boundary line of said First Tract, North 8 8° 3 3' S 7" West, at a distance o f 8 3 8.91 feet passing a found 1/2" iron rod marking the northeast corner of a called 3.029 Acre tract conveyed to Nelda Hackett in Doc. No. 2007-110043, Ofiicial Public Records of Denton County, Texas, a total distance of 2156.55 feet to a set 1/2" iron rod for the southwest corner of the herein described tract, said rod being located in the common boundary line of the said B.B.B.& C.R.R. Co. Survey, Abstract No. 196 and the W. Roark Survey, Abstract No. 1087, a point in the northeasterly boundary line of the said Burch Family Farm, Ltd. First Tract; THENCE along and with the easterly boundary line of said Burch Family Farm Tract, the said common Survey boundary, North 00°30'45" East, a distance of 900.61 feet to a point of reference in a creek for the northwest corner of the herein described tract, the southwest corner of said 27.93 Acre Tract; THENCE along and with the southerly boundary line of said 27.93 Acre Tract, South 88°21'S8" East, a distance of 1533.89 feet (called South 88°26'S0" East, a 19 �,�� distance of 1533.90 feet) to the POINT OF BEGINNING and containing 38.01 acres, more or less. 20 ��,��.�- STATE OF TEXAS § COUNTY OF DENTON § 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 °�'�� day of ��,�� ... � 2014, effective as of the date of execution hereof by Buyer, as defined herein ��1�� "Effective Date"), by and between Carla Gates Hopper, individually and as Independent Co-Executrix of the Estate of Connie Morris Altemus, deceased, and Barbara Gates Laughlin individually and as Independent Co-Executrix of the Estate of Connie Morris Altemus, deceased (referred to collectively herein as "Seller") and the City of Denton, Texas, a Home Rule Municipal Corporation of Denton County, Texas (referred to herein as"Buyer"). RECITALS WHEREAS, Seller owns that certain tract of land being more particularly described on E�ibit "A", attached hereto and made a part hereof for all purposes, being located in Denton County, Texas (the "Land"); and WI�REAS, 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 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 themselves and itself, their heirs, devisees, successors and assigns, all oil, gas and other minerals in, on and under and that may be produced from the Property. Seller, their heirs, devisees, successors and assigns shall not have the right to use or access the surface of the Property, in any � az� ��. � `�� 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, andlor related to the exploration or production of same. As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances that any reasonable extraction, mining or other exploration and/or production method, operation, process or procedure would consume, deplete or destroy the surface of the Properiy; 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 "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. It is understood that the Property, or a portion thereof, may be subject to an existing oil and gas lease and that such oil and gas lease, to the extent it is valid and subsisting, shal] not be subject to such surface use prohibitions, to the extent provided by law. However, (i) such oil and gas lease shall be considered an Exception, as defined below; and (ii) nothing contained herein shall be deemed as recognizing the validity or subsistence of such lease and/or operate as a revivor thereof. 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 Three Hundred Thousand and No/100 Dollars ($300,000.00) (the "Purchase Price"). 2.02 Earnest Money. Buyer shall deposit the sum of Five Thousand and No/100 Dollars ($5,000.00), as Earnest Money (herein so called) with Capital Title of Texas LLC- Denton 620 West Hickory Street, Denton, TX 76201 (the "Title Company"), as escrow agent, within fourteen (14) calendar days after 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 2 ��„,;��„ ,��.�'[,;, ��,.� ��,��. 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 66Independent Contract Consideration"), which amount the parties hereby acknowledge and agree has been bargained for and agreed to as consideration for Seller's execution and delivery of the Contract. The Independent Contract Consideration is in addition to, and independent vf any other consideration or payment provided in this Contract, is non-refundable, and shall be retained by Seller notwithstanding any ather provision of this Contract. , � Il ll ' 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 far Title Insurance (the "Title Commitment") for the Property, 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, aptions, severed mineral or royalty interests, conditional sales contracts, rights of first refusal, restrictive covenants, exceptions, easements (temporary or permanent), rights-of-way, encroacl�ments, or any other outstanding claims, interests, estates or equities of any nature (each oi which are referred l�0 11V�V111 �J Wll 66EXCV�JLdOd199\. � (b) Along with the Title Commitment, Seller shall also cause to be delivered to Buyer, at Buyer's sale cost and expense, true and correct copies of all instruments that create or evidence Exceptions (the 66Exception Documents"), including those described in the Title Commitment as exceptions to which the conveyance will be subject and/or which are required to be released or cured at ar prior to Closing. 3.p2 Survey. Within sixty (60) calendar days after the Effective Date, Seller shall cause to be prepared at Buyer's expense, a current on the ground survey of the Property (the 66Survey99). The contents of the Survey shall be prepared by a surveyor selected by Buyer and shall include the matters prescribed by Buyer, which may include but not be limited to, a depiction of the locatian of all roads, streets, easements and rights of way, both on and adjoining the Property, water caurses, 100 year flaod plain, fences and improvements and structures of any kind and other matters provided in items 1-49 �6Ly 7a, S, 11,13,16, 18, and 19 of Table A of the ALTA Minimum Standard Detail Requirements. The Survey shall describe the size of the Property, in acres, and contain a metes and baunds description thereof. Seller shall furnish or cause to be furnished any affidavits, certi�cates, assurances, and/or resolutions as required by the Title Company in order to amend the survey exception as required by Section 3.05, below. The description of the Property as set forth in the Survey, at the Buyer's electian, shall be used to describe the Property in the deed to convey the Property to Buyer and shall be the description set forth in the Title Policy. Notwithstanding the Survey af the Property, the Purchase Price for the Property, as prescribed by Section 2.01, abave, shall not be adjusted in the event the Survey shall determine the Property to be either larger or smaller than that depicted in Exhibit 66 /0 999 attached hereto. �y 3 � °n�� ;,�� , �� . 3.03 Review of Title Commitment, Survey and Exception Documents. Buyer shall have a period of fifteen (15) calendar days (the "Title Review Period") commencing with the day Buyer receives the last of the Title Commitrnent, the Survey, and the Exception Documents, in which to give written notice to Seller, specifying Buyer's objections to one or more of the items ("Objections"), if any. All items set 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 wi11 not satisfy at Selier'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 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 Seller's sole cost and expense, shall cause a standard Texas Owner's Policy of Title Insurance ("Title Policy") to be furnished to Buyer. The Title Policy shall be issued by the Title Company, in the amount of the Purchase Price and insuring that Buyer has indefeasible fee simple title to the Property, subject only to the Permitted Exceptions. The Title Policy may contain only the Permitted Exceptions and shall contain no other exceptians 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 otherwise agreed by Buyer; � :, ��, 6� 1�P�,s� N/ ,R � �'l. � o (d) no liens will be shown on Schedule B. 1Votwithstanding the enumeration of the stated exceptions, amendments and/or deletions, Buyer may object to any Exception it deems material, in its sole discretion. .� I� 1 ; � �° �, 1 � 4.01 Review Period. Any term or provision of this Contract notwithstanding, the obligations of Buyer specified in this Contract are wholly conditioned on Buyer's having determined, in Buyer's sole and absolute discretion, during the period commencing with the Eff'ective I7ate of this Contract and ending ninety (90) calendar days thereafter (the "Absoiute Review Period"), based on such appraisals, tests, examinations, studies, investigations and inspections of the Properiy 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 conduct engineering studies of the Property, and 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, %r 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, if requested by 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. .+ �, � �� - � � � - � .� . ' 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 ta another date, that: (a) The descriptive information concerning the Property 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) The Seller has good and marketable fee simple title to the Property, subject only to the +,.„�."'�"'',,�,k` ��r:'�., a��,�� 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 obligations hereunder. (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 against or affecting the Property. (t� The Seller has paid all real estate and personal property taxes, assessments, excises, and levies that are presently due, if any, which are against or are related to the Property, or will be due as of the Closing, and the Property will be subject to no such liens. (g) 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 pariy with respect to the transactions contemplated by this Contract, except a 6% real estate commission to Keller Williams Realty, Kathy Connell, Listing Agent. (h) All Leases, as defined in Article V, Section 5.02(a), shall have expired or otherwise terminated and any and all tenants or parties occupying the Property pursuant to the Leases shall have permanently abandoned and vacated the Property, including without limitation, a11 personal property of any such tenants or parties, on or before the date of Closing. (i) The Seller is not a"foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended. 5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows: (a) 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 agreements and/or occupancy agreements and/or licenses of any kind or nature (if oral, Seller shall provide to Buyer in writing all material terms thereo� relating to the possession of the Property, or any part thereof, including any and all modifications, supplements, and amendments thereto (the "Leases"). (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, 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 6 ��..,,A � ��' ,'� � �. 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, or claims related thereto, conceming 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 or convey any right, title or interest whatsoever in or to the Praperty, or create, grant or permit to be attached or perfected, any lien, encumbrance, or charge thereon. (c) Seller shall indemnify and hold Buyer harmless, to the extent permitted by law, from all loss, liability, and expense, including, without limitation, reasonable attomeys' 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. (d) On or before Closing, Seller shall remove (i) any waste material or debris that are located upon, or may accumulate or otherwise be placed on the Property (the "Waste Material"), from the Property and dispose of same in accordance with all applicable statutes, regulations, rules, orders and ordinances; and (ii) all personal property from the Property. It is expressly stipulated that (i) the Waste Material sha11 be deemed at all times the property of Seller; and (ii) Buyer may retain, destroy, or dispose of any property, of any kind or type, left or remaining on the Property at Closing (the "Abandoned Property"), without liability of any kind to Buyer and without payment of consideration of any kind to Seller. In the event Buyer shall elect to store said Abandoned Property, Buyer may store such Abandoned Property in the name, and at the expense, of Buyer. (e) Seller shall provide necessary authorization required for any City initiated permitting, planning or zoning applications during the contract period, involving the subject property tracts. 5.02.A. Warranty af Bnyer; Property Condition. Buyer represents and warrants to Seller that it has made, or will make priar to Closing, an independent inspection and evaluation of the Property and acknowledges that Seller has made no statements or representations concerning the present or future value of the Properiy, or the condition, including the environmental condition, of the Property. Except as otherwise specifically represented and warranted by Seller in this Contract, SELLF�. MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, STATUTORY, OR I1V�'LIED, AS TO THE VALUE, QUALITY, QUANTITY, PHYSICAL AND ENVIIZONMENTAL CONDITION OF 'THE PROPERTY AND/OR MATERIALS CONTAINED OR LOCATED IN, ON OR UNDER THE PROPERTY, THE NATURE OF THE PAST OR HISTORIC USE OF THE PROPERTY, AND/OR MERCHANTABILITY OR I,.„V ;� r�r, �,��1 ri,� � FI'TNESS FOR PURPOSE OF ANY OF THE PROPERTY. Buyer further acknowledges that it has relied solely upon its independent evaluation and examination of the Property, and public records relating to the Property and the independent evaluatians and studies based thereon. Seller makes no wananty or representation as to the accuracy, completeness or usefulness of any inforrnation furnished to Buyer, if any, whether furnished by Seller or any third party. Seller assumes no liability for the accuracy, completeness or usefulness of any material furnished by Seller, if any, and/or any other person or party. Reliance on any material so furnished is expressly disclaimed by Buyer, and shall not give rise to any cause, claim or action against Seller. 5.03 Survival Beyond Closing. Notwithstanding anything to the cantrary contained in this Contract, the representa.tions, warranties, covenants and agreements of Seller and Buyer contained in this Cantract 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). 5.04 Exception to Closure. Notwithstanding anything to the contrary in this Contract, Buyer may terrninate this Contract by written notice to Seller in the event the City fails to close on the property identified in the City's Contract of Sale on the 66Baudouin" property, immediately adjacent to the property described herein in Exhibit 66A," insomuch as the Buyer's public purpose is only met with the acquisition af both tracts. In such event, the Buyer shall be entitled to a reimbursement of its eamest money. ., � � , � �� # � �; �� . 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, fumished, or caused ta be furnished to Buyer all items required to be so performed or fumished u.nder other sections of this Cont�act; and (b) Seller cures or Buyer waives in writing, within the time periods speciiied in Article III, all of Buyer's objections made in accordance with Article III. 6.02 Breach af Seller's epresentations, Warrantfes, Covenants and Agreements. Buyer is not obligated to perform under this Contract unless all representations, warranties, covenants and agreements of Seller contained in this Contract are true and correct or have been performed, as applicable, as of the Closing Date, except where specific reference is made to another date. 6.03 Adverse Change. Buyer is nat obligated ta perform under this Contract, if on the date af Closing, any portian of the Property has been condemned by an entity other than Buyer, or is the subject of candemnation, eminent domain, or other material proceeding initiated 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 abligated 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 ar for Buyer's purposes. 6.05 Buyer's °ght to Waive Conditions Pre�edent. 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 conditian precedent. 6.06 Buyer's Termination if Conditions Precedent Not Satis�ed 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 Cantract. On Buyer's termination, ihe Earnest Maney shall be immediately retumed 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. .� � 1 1 7.01 Date and Place of Closing. The Closing (herein so called) shall take place in the of�ces 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 be one hundred eighty (180) calendar days after the Effective Date, unless otherwise mutua.ily agreed upon by Buyer and Seller. I •r � �• 1� :� �. �, !,, (a) Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer or the Title Company, at the expense of the party designated herein, the following items: (i) The Title Policy, in the form specified in Artfcle III, Sectian 3.05; (ii) The Special Warranty Deed, substantially in the farm as attached hereto as E�ibit "B79y subject only ta the Permitted Exceptions, if any, duly executed by Seller and acknowledged; (iii) Other items reasonably requested by the Title Company as administrative requirements far consummating the Closing. (b) Bn er. At the Closing, Buyer shall deliver to Seller or the Title Company, the following items: (i) The sum required by Article II, Section 2.O1, less the Earnest Money 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 g �`��"�';`��",� 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 Seller and Buyer with respect to the Property: (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 t�es 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 t�es 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 Date. If the conveyance contemplated by this Agreement or the use of the Property by the Buyer after the Closing results in the assessment of additional taxes, penalties or interest (the "Rollback Assessments") for periods prior to Closing, Seller shall not be responsible for the Rollback Assessments. If Rollback Assessments are or become due as a result of any activity, use, non-use or any other matter occurring prior to Closing, or from the denial of a special use valuation of the Property, Seller shall be responsible for the Rollback Assessments. Without limiting the general nature of Section 5.03 herein, the obligations contained herein shall survive Closing and shall not be merged with the Special Wananty Deed. 7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at Closing. 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 all other fees, costs and expenses related to Closing. 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 occunence 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 (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 10 ��.. (iii) Seller fails to deliver at Closing, the items specified 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 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 request from Buyer, execute and deliver any documents necessary to cause the Title Company io return io 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 under this Contract if Buyer fails to deliver at Closing, the items specified in Article VII, Section 7.02(b) of this Contract for any reason other than a default by Seller under this Contract or termination of this Contract by 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 remedy 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 retum of the Eamest 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 ofthis Contract against Buyer. 11 F� � �i !, �P;,�,%�� ,, ��.� 1 ARTICLE IX MISCELLANEOUS 9.01 Notice. All notices, demands, requests, 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: Barbara Gates Laughlin and Carla G. Hopper Individually and as Independent Co-Executrix of the Estate of Connie Morris Altemus, deceased Copies to: For Seller: Telecopy: I: �>_'/�1,� City of Denton Paul Williamson Real Estate and Capital Support 901-A Texas Street Denton, Texas 76209 Telecopy: (940) 349-8951 For Buver: Anita Burgess, City Attorney City Attorney's Office 215 E. McKinney Denton, Texas 76201 Telecopy: (940) 382-7923 9.02 Governing Law and Venue. This Contract is being executed and delivered and is intended to be performed in the State of Texas, the laws of Texas governing the validity, construction, enforcement and interpretation of this Contract. THIS CONTRACT IS PERFORMABLE IN, AND TI� EXCLUSIVE VENUE FOR ANY ACTION BROUGHT WTTH 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 devisees, heirs, 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. 12 r' .,�,�. �..� ��_� 9.05 Risk of Loss. If any damage to the Property shall occur prior to Closing, or if any condemnation or any eminent domain proceedings are threatened or initiated by an entity or party other than Buyer that might result in the taking of any portion of the Property, Buyer may, at Buyer's option, do any of the following: (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 (b) Consummate this Contract, in which case Buyer, with respect to the Property, shall be entitled to receive (i) in the case of damage, all insurance proceeds, if any; and (ii) in the case of eminent domain, all proceeds paid for the Properiy related to the eminent domain proceedings. Buyer shall have ten (10) calendar days after receipt of written notification from Seller on the final settlement of all condemnation proceedings or insurance claims related to damage to 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 by Seller to Buyer at Closing, in form and substance satisfactory to Buyer, 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 Delegatian of Authority. 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, axe hereby delegated by Buyer, pursuant to action by the City Council of Denton, Texas, to P.S. Arora, Wastewater Engineer of Buyer, or his designee. 9.10 Contract Execntion. 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 hereta may execute this Agreement by signing any such counterpart. 13 ,� � tY��,� . we'., ;,Y 9.11 Business Days. If the Closing Date or the day of performance required 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 following regular business day. SELLER; Carla Gates Hopper Carla Gates Hopper, Co- Independent Executrix of �� Estate of ��r�� Morris Altemus, deceased �� ' � � , if, � d _��,..� � .. ...� �' �..��..,�. . 1,.m�..� . �.. o�?-_�- .�.�:-:....�..�..�e. ��arka�� Gates Laughlin �1, � r � � a , �,j , '�� i f �`�( , "� ti � � . �",�„,�CcctLy. �� i �,4m �. ,�4..:.&� .l __�� _�—"_—* —�� 0 � r : � m , , . . _. � ��m:i_ � aa � r =d d��r. �-� �� Barbara Gates � x��,h�l i ��` Co- M �c��ro��a�c��.�� t I��:�a��u�� „� :� �� , , �' d ��- ��.<-- of the Estate of Connie Morris Altemus, deceased��'�� `'�� °��-�� °�� u"" Ll-�'e�µ�� Executed by Seller on the ;�� j� day of ��m��,�� 2014.. ,.mm�.� ..............r......._....n.�e..�.__..... BUYER: � �. �,� �,. , �� " ��: � ��.�. � ° � e ......_ By �� ➢�� . C. CAMPBELL w �,.,.. ...... _� , CITY MANAGER Executed by Buyer on the �� day of � �� 2014. ATT'EST: JENNIFER WALTERS, CITY SECRETARY � � BY� � r � �� .��.�'� ----- � .�:�.,� .:e �.�._ .,�. .. � � � �, APPROVED AS TO LEGAL FORM: 14 i�-� l � � ,,. ' 1 * R ..,.. �s� � . BY" � � �, � • �� .�4,M5_� . ' � � � � � �_ .. �� .pn_. ,.:�. 3 .... — 15 �, .. �� w, ,�'��; � � �� , , � � �, By its execution below, Title Company acknowledges receipt of an executed copy of this Contract. Title Company agrees to comply with, and be bound by, the terms and provisions of this Contract to perform its duties pursuant ta the provisions of this Contract and comply with Section 6045(e) of the Internal Revenue Code of 1986, as amended from time to time, and as further set forth in any regulations or forms promulgated thereunder. TITLE COMPANYa Capital Title of Texas LLC Dentan, Texas 76201 : . � ., �.x,_- Title: Cantract receipt date _�� 2014 16 ;�� A��;'.. i : � * �, � i i, ��. I, �� I; ,: , �; ' �� . �, � ..R' r. ,� . f. ' �# � # ' b ; �. , , �i A" ',� ,l �' � ,1 �; A '�j M, �� i � �, '. 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' 1 � - .� � . • i i i ►. � � #; _ � 1 . � �• ., � . ' 1 . -� � �� . 1 '� � : r • 1 . ! ' . " � �� I � ., 1 . w i . . 1 . . 1 + . ! . .� ' �'1 �, . � . � i . . , �' 1 1 • 1 ��! . 1 � ! ' #' � • 1 ��#' # "' 1 . �1 � . . _ . � .. # _ # - � . � . - -' � . � " !'�� . ' � � �' 1 !� " 1 �'; , f�� : � < � � * • � ' � ' � 1 •' . ' 1 . 1 * " ^. ! i i�: � i�: .. . . . � . ' 1 i • '' � • 1 ` 1 i i � • � . . 19 , „� � �°^?,� ° ��,.,. �, , �,. ., � . ` � • ' ` � . M � � : +r+ � . _ : I , . �i � � ��r�r.:� °F �'?! 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 Carla Gates Hopper, individually and as Independent Co-Executrix of the Estate of Connie Morris Altemus, deceased, and Barbara Gates Laughlin, individually and as Independent Co-Executrix of the Estate of Connie Morris Altemus, deceased (herein collectively 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, 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, reserve, for themselves, their devisees, heirs, successors and assigns, all oil, gas and other minerals in, on and under and that may be produced from the Property. Grantor, their devisees, heirs, 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 terms "minerals" shall include oil, gas and all associates hydrocarbons, and shall exclude (1) all substances that any reasonable extraction, mining or other exploration and/or production method, operations, 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. Nothing herein shall be construed to prohibit the production of the reserved oil, gas and other minerals and/or the pooling of the reserved mineral estate with other lands, so long as all surface operations are located entirely on lands other than Property. As used herein, the term "surface of the Property" shall include the area from the surface of the earth to a depth of iive hundred feet (500') below the surface of the earth and all areas above the surface of the earth. Exceptions to conveyance and warranty: A. Oil, Gas and Mineral Lease recorded in Volume 378, Page 223, Real Property Records, Denton County, Texas. B. Oil, Gas and Mineral Lease executed by Connie M. Altemus to NationsGas Partners, dated July 6, 2001, filed August 14, 2001, recorded in Volume 4900, Page 3089, Real Property Records, Denton County, Texas. As affected by Amendment filed November 5, 2001, recorded in Volume 4958, Page 3711, Real Property Records, Denton County, Texas. C. Mineral Deed executed by Connie M. Altemus to Sidney Baudouin, dated July 6, 2001, filed August 28, 2001, recorded in Volume 4910, Page 2717, Real Property Records, Denton County, Texas. D. Oil Gas and Mineral Lease executed by Sidney Baudouin to NationsGas Partners, dated July 6, 2001, filed August 14, 2001, recorded in Volume 4900, Page 3096, Real Property Records, Denton County, Texas. As affected by Amendment filed August 28, 2001, recorded in Volume 4910, Page 2724, Real Property Records, Denton County, Texas. E. Mineral Deed executed by Sidney Baudouin, Individually and as Co-Executor of the Estate of Bobbie M. Simms, deceased to Connie M. Altemus, dated July 6, 2001, filed September 7, 2001, recorded in Volume 4917, Page 3893, Real Property Records, Denton County, Texas. F. Terms and provision of Right-of-Way Agreement from Connie M. Altemus to Crosstex CCNG Transmission, Ltd. Dated January 18, 2003, filed Apri18, 2003, recorded in Volume 5307, Page 4490, Real Property Records, Denton County, Texas and as shown per survey by Todd B. Turner, R.P.L.S. No 4859, dated April 18, 2014. G. Terms and provisions of Right-of-Way Agreement from Connie M. Altemus to Crosstex CCNG Transmission, Ltd. dated January 18, 2003, filed Apri18, 2003, recorded in Volume 5307, Page 4493, Real Property Records, Denton County, Texas, and as shown per survey prepared by Todd B. Turner, R.P.L.S. No. 4859, dated Apri118, 2014. H. Terms and provisions of Right-of-Way Agreement from Connie M. Altemus to Crosstex CCNG Transmission, Ltd. dated January 18, 2003, recorded in Volume 5400, Page 421, Real Property Records, Denton County, Texas, and as shown per survey prepared by Todd B. Turner, R.P.L.S. No. 4859, dated April, 18, 2014. Oil, Gas and Mineral Lease executed by Carla G. Hopper, Individually and as Co- Executrix of the Estate of Connie M. Altemus and Barbara Laughlin Individually and as Co-Executrix of the Estate of Connie M. Altemus to Eagleridge Energy, LLC, dated April 13, 2012, filed May 1, 2012, recorded in CC#2012-45174, Real Property Records, Denton County, Texas. J. Oil, Gas and Mineral Lease executed by Carla G. Hopper, Individually and as Co- Executrix of the Estate of Connie M. Altemus and Barbara Laughlin Individually and as Co-Executrix of the Estate of Connie M. Altemus to Eagleridge Energy, LLC, dated April 13, 2012, iiled May 1, 2012, recorded in CC#2012-45175, Real Property Records, Denton County, Texas. K. Easement crated in instrument executed by R. N. Morris to Southwestern Gas Pipeline, Inc., dated May 10, 1968, filed June 28, 1968, recorded in Volume 568, Page 308, Real Property Records, Denton County, Texas, and as shown per survey by Todd B. Turner, R.P.L.S. No. 4859, dated April 18, 2014. Grantor hereby assigns to Grantee, without recourse or representation, 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. EXECUTED the �p day of .............�..�,1.��......................................, 2014. � u . ,, � � .�.� �: d � ��"� ,:, ��'� �`°� �� . , �_,�� ^� Carla Gates Hopper 1r�c:i��cl�a�IM�'y� and m , � as Co- Independent Executrix of the Estate of Connie Morris Altemus, deceased Barbara Gates Laughlin, Individually and as Co- Independent Executrix of the Estate of Connie Morris Altemus, deceased 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. EXECUTED the I��_„ day of „�� S� ��/ „��, 2014. Carla Gates Hopper, Individually and as Co- Independent Executrix of the Estate of Connie Morris Altemus, cir:�:��I � � ��_� � �� . Barbara Gates�QJau. xk�ii I� di��cl�,��ll� ,;��c�� s��_� � � y C,c.�� Independent Executrix of the Estate of Connie Morris Altemus, deceased ACKNOWLEDGMENT THE STATE OF § COUNTY OF _ �F I This instrument was acknowledged before me on �;�� "�� ___ ____p 2014 by Carla Gates Hopper, individually and as Independent ��"�� l;z��t��° � t�rt� ��Estate � i'��mu Morris � �� Altemus, deceased. � `� � �� ' �� ____._ �: _ . _ ........................ � IUIREN v. cuRns M c mmission ex ir ,�. �� Notar Public, State of T�� ns� � ,� �` �,� Y P es. ��" �'��° . �� n � ��„�m STATE OF iEXAS �� MY COIn11. Exp. Merch 30,1015 THE STATE COUNTY �li" �l"la�� m� Barbara �:�b ��.� Morris Al��a�� ACKNOWLEDGMENT ��•��ml �i�� acknowledged ��r+ � ,�a,�� individually and as � �:�,��c��,ti. Upon Filing Return To: The City of Denton-Engineering Attn: Paul Williamson 901-A Texas Street Denton, TX 76209 r�c� me on , 2014 by ��a��r�t Co-Executrix of the Estate of Connie Notary �'t�il�ia�„; �t��tc� of Texas ��r i�ssion expires y______ Property Tax Bills To: City of Denton Finance Department 215 E. McKinney Street Denton, Texas 76201 THE STA'y��_� OF COUNTY �:��'��, `�'�i� instrument Gates � � a��w �a , indi Altemus, � ��,��, ACKNOWLEDGMENT � ��' acknowled ed ��"��°� me on ,� f and as �r��g�r�cir� �� Co-Executrix o �" � �t�:��c-� Public, State of Texas My commission expires: __` ACKNOWLEDGMENT THE STATE OF �� - ,_ ..........................._� � � 14 by Carla i�� Morris COUNTY OF ��P� § ,, .��. This instrument was acknowledged before me on � Iti �� _, 2014 by Baxbara Gates Laughlin individually ��c� as Independent Co-L:��tri� of the Estate of Connie Morris Altemus, deceased. ��a��"��"��'�� °° � � `� ��'� � �� a�� I� �v�� M� � � .. __. , �.. � . � � � ��°�� NOTARY ��' � Public State of � "^� ��^" �"�� w�� }�p�, �� commission expires �'LL _�_�°� �� PUBLIC � � � � � ��.. ,�, ��. �� '�.��,��,��. �,�mm��"°��:"� "��'�?�ll111111441��"�"`��" ' Upon Filing Return To: The City of Denton-Engineering Attn: Paul Williamson 901-A Texas Street Denton, TX 76209 Property Tax Bills To: City of Denton Finance Department 215 E. McKinney Street Denton, Texas 76201 EXHIBIT "A" LEGAL DESCRIPTION Connie M. Altemus Tract TRACT ONE BEING a 12.45 acre tract of land situated in the B.B.B. & C. R.R. Co. Survey, Abstract No. 196, Denton County, Texas, and being known as that tract of land described in a Deed to Connie M. Altemus, as recorded in Volume 901, Page 774 of the Deed Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 1/2 inch square pipe found for corner in the West line of F.M. Highway No. 1830 (an 80' wide right-of-way also known as Country Club Road), said point being the Northeast corner of the above cited Altemus tract, said point also being the Southeast corner of a called 22.41 acre tract of land described in a Deed to Paul-Emile Baudouin and Benjamin Parker Baudouin, as recorded in Document Number 2011-35969 of the Real Property Records of Denton County, Texas; THENCE South 00°50'01" East along the West line of said F.M. Highway No. 1830, for a distance of 891.35 feet to a 1/2 inch iron rod with cap stamped "McCullah" found for the Southeast corner of said Altemus tract and the Northeast corner of a called 1.457 acre tract of land described as the Second Tract in a Deed to Burch Family Farm, Ltd., as recorded in Document Number 2007-110043 of the Real Property Records of Denton County, Texas; THENCE North 89°57'08" West departing the West line of said F.M. Highway No. 1830, and along the South line of said Altemus tract and the North line of said 1.457 acre tract, for a distance of 297.31 feet a 1/2 inch square pipe found for the Southwest corner of said Altemus tract, said point also being in the Easterly line of the G.C. & S.F. Railroad (a variable width right-of-way); THENCE North 35°20'14" West along the Westerly line of said Altemus tract and the Easterly line of said Railroad, for a distance of 1097.00 feet to a 1/2 inch square pipe found for corner at the occupied Northwest corner of said Altemus tract and the Southwest corner of said Baudouin tract; THENCE South 89°45'29" East departing the Westerly line of said Railroad, and along the North line of said Altemus tract and the South line of said Baudouin tract, for a distance of 918.84 feet to the POINT OF BEGINNING, and containing 12.45 acres of land, more or less. TRACT TWO BEING a 37.95 acre tract of land situated in the B.B.B. & C. R.R. Co. Survey, Abstract No. 196, Denton County, Texas, and being known as that tract of land described in a Deed to Connie M. Altemus, as recorded in Volume 901, Page 777 of the Deed Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 1/2 inch square pipe found for corner in the Westerly line of the G.C. & S.F. Railroad (a variable width right-of-way), said point being the occupied Northeast corner of the above cited Altemus tract, said point also being the Southeast corner of a called 27.92 acre tract of land described in a Deed to Paul-Emile Baudouin and Benjamin Parker Baudouin, as recorded in Document Number 2011-35970 of the Real Property Records of Denton County, Texas; THENCE South 35°19'02" East along the Easterly line of said Altemus tract and the Westerly line of said Railroad, for a distance of 1097.70 feet to a 1l2 inch iron rod with cap stamped "McCullah" found for the occupied Southeast corner of said Altemus tract and the occupied Northeast corner a called 222.275 acre tract of land described as the First Tract in a Deed to Burch Family Farm, Ltd., as recorded in Document Number 2007-110043 of the Real Property Records of Denton County, Texas; Page 1 of 2 DEN14115 THENCE North 89°56'57" West along the South line of said Altemus tract and the most Easterly North line of said 222.275 acre tract, for a distance of 839.29 feet to a 1/2 inch iron rod found for corner, said point being the occupied Northeast corner of a called 3.029 acre tract of land described in a Deed to Nelda Hackett, as recorded in Document Number 2003-137250 of the Real Property Records of Denton County, Texas; THENCE North 89°56'44" West continuing along the South line of said Altemus tract and along the North line of said 3.029 acre tract, for a distance of 602.32 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner, said point being the Northwest corner of said 3.029 acre tract; THENCE North 89°26'11" West continuing along the South line of said Altemus tract and along an interior North line of said 222.275 acre tract, for a distance of 714.93 feet to a 1/2 inch square pipe found for corner at the occupied Southwest corner of said Altemus tract and being an interior ell corner of said 222.275 acre tract; THENCE North 00°44'19" West along the West line of said Altemus tract and the most Northerly East line of said 222.275 acre tract, for a distance of 893.92 feet to a 1/2 inch square pipe found for corner at the occupied Northwest corner of said Altemus tract and the Southwest corner of said Baudouin tract; THENCE South 89°45'23" East departing the East line of said 222.275 acre tract, and along the North line of said Altemus tract and the South line of said Baudouin tract, for a distance of 1533.46 feet to the POINT OF BEGINNING, and containing 37.95 acres of land, more or less. Page 2 of 2 DEN14115 Denton County Cynthia Mitchell County Clerk Denton, TX 76202 70 2014 00068891 Instrument Number: 2014-68891 Recorded On: July 15, 2014 Parties: ALTEMUS CONNIE MORRIS To Comment: Warranty Deed 62.00 Total Recording: 62.00 As Warranty Deed ( Parties listed above are for Clerks reference only ) ** Examined and Charged as Follows: ** Billable Pages: 10 Number of Pages: 10 "`"`********** 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: 2014-68891 Receipt Number: 1185507 Recorded Date/Time: July 15, 2014 04:20:34P User / Station: S Parr - Cash Station 3 Record and Return To: THE CITY OF DENTON 901 A TEXAS ST DENTON TX 76209 �� r,r� �°� �tl� �� ry � �dz d� �� N . �� °",�„, "�`�', �� . .,;Ary �,, � w�� w�^' " � l d�k �N�k"+ �,«n". � THE STATE OF TEXAS } COUNTY OF DENTON } I hereby certlfy that thls Instrument was FILED In the Flle Number sequence on the date/tlme printed heron, and was duly RECORDED In the Offlclal Records of Denton County, Texas. C.�-a`dZ County Clerk Denton County, Texas WAIVER AND RELEASE OF SURFACE RIGHTS AGREEMENT STATE OF TEXAS § DENTON COUNTY " § a E FFG CT W� (J AT� This Waiver and Release of Surface Rights1Agreement ("Agreement") is made and entered into as of the � day of Jul4✓, 2014 by Carla Gates Hopper, individually and as Independent Co-Executrix of the Estate of Connie Morris Altemus, deceased, and Barbara Gates Laughlin individually and as Independent Co-Executrix of the Estate of Connie Morris Altemus, deceased, (referred to herein collectively as "Owner"), for the beneiit of the City of Denton, Texas ("City"). RECITALS: A. Owner, is the surface owner of certain real property located in Denton County, Texas as more particularly described on Exhibit "A" (the "Waiver Property") and the mineral estate relating to the Waiver Property. B. Owner is selling and conveying the surface of the Waiver Property to the City on or about the date hereof (the City, together with any successors and assigns who own any portion of the surface of the Waiver Property is referred to as a"Surface Owner" with respect to the surface lands owned by it). D. Owner has agreed to execute this instrument to confirm and agree that they individually and collectively waive and release all right to use the surface of the Waiver Property as provided below. AGREEMENTS: NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Owner covenants and agrees as follows: 1. Release and Waiver. Owner waives and releases, on behalf of Owner and Owner's successors and assigns, all rights of ingress and egress and all other rights to enter upon or to use the surface of the Waiver Property or any part thereof in any way, manner or form, in connection with or related to the minerals and/or related to exploration and/or production of the minerals, including without limitation, use or access of the surface of the Waiver 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 minerals, and/or related to the exploration or production of same; provided further, however, nothing herein shall prevent Owner or its successors and assigns from exploring for, developing and/or producing the minerals in and under the Waiver Property by pooling or by directional drilling under the Waiver Property from well sites or mining sites located on other Waiver Property. 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. 2. Current Holder of Ri�hts. Owner represents and warrants that Owner is the current holder of the minerals. 3. Successors and Assi�ns. The acknowledgements and agreements of Owner hereunder shall (i) run with the Waiver Property for the beneiit of the City, (ii) inure to the benefit of and be enforceable by the City, and its respective legal representatives, successors and assigns of and (iii) be binding upon and enforceable against and its legal representatives, successors and permitted assigns. 4. Other/Miscellaneous. (a) Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA AND THE INTERNAL LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS CONFLICT OF RULES. (b) Headings. The titles and article headings contained herein are for purposes of identification only and shall not be considered in construing this Agreement. (c) Notices. Any notice, report or demand by the City to Owner with respect to this Agreement shall be in writing and shall be deemed to have been sufficiently given or served to Owner for all purposes upon Owner's receipt or refusal of receipt when sent by (i) registered or certified mail, return receipt requested, or (ii) personal hand delivery, or (iii) overnight courier service, to the at the address shown beneath Owner's signatures below. EXECUTED to be effective as of the iirst date hereinabove written. B : .... � a� � �� r y Carla�Gat s�Ho� er�indiv� ��I1�+�� ✓ F � � ��. � y �n��, .. . _ pp , �r and as Independent Co-Executrix of the Estate of Connie Morris Altemus, deceased, Addressu � 9631 Bryce Drive Waco, TX. 76712 STATE OF `�`�� DENTON ��.. This ��;�:t�� Carla Gates �i �� Connie Morris Al �` �� 'g � �� By: � �� LL!l_ a"�� , ,�. __ � ' �� ' "� � � � a�. � ,..�� g � �=�,�...�.�m ,.__—. ��I�M��°� Gates Lau hlin �:��lviduall and as Independent Co-Executrix of the Estate of Connie Morris Altemus, deceased, 0 �1�� acknowledged �,,� ��c�ividually and as �,��;� deceased, Address: 330 Fairview Road Asheville, NC. 28803 me on ��+�� day c��", uly, 2014, by �� Executrix of t.�,� Estate of Notary Public, State of Texas ACKNOWLEDGEMENT STATE OF �0►�'�l Qa,rD� ►Ta� �� COUNTY § � This instrument was acknowledged before me on the � day of July, 2014, by, Barbara Gates Laughlin individually and as Independent Co-Executrix of the Estate of Connie Morris Altemus, deceased, Notary Public, State of Np�1 C�,� �-- �� J� � � �� 4 � �wA � ��, �� .._..� w:��"�� ap�rt��X"NN�'��r�� ..�..�. My Commisslon Expir+es 12/13/2015 �'��.� �� After Recordin� Return To: °` City of Denton Attn: Paul Williamson, Real Estate Manager �� M`�µ�� "'� 901-A Texas St. �.�, •�r � Denton, TX 76209 �,� �,. �.D �:� ��. 4� � �� : � �`�, �, �` ��.� �-�� ,�� , �'�'✓,�,„�,�,��"�;�rp�hz � �!�� "^�"�� w� STATE OF TEXAS DENTON COUNTY . C Barbara Gates Laughlin, individually and as Independent Co-Executrix of the Estate of Connie Morris Altemus, deceased, Address: 330 Fairview Road Asheville, NC. 28803 ACKNOWLEDGEMENT This instrument was acknowled ed before me on the �.�M c�a of Jul 2014 b g �_� �. Y Y> > Y Carla Gates Hopper, individually and as Independent Co-Executrix of the Estate of Connie Morris Altemus, deceased, ,� ,,�„u � � KIWEN 'V. WRT1S � �"�� NotsY � �" STAtE OF TFXAS �� ,�"""� My COa114 ExP• Me�h �� 2015 STATE O COUNTY �,�;� � �� "�� w ��. �� . � �:.� �.....-�� ......... � ......._. Notary Public, State ��'� Texas ACKNOWLEDGEMENT � This � : ��°��rr�� :��.c��l� Barbara +��;��m� 1 ��;�� °.�� individually Connie 1"�+�r°�°�i.. �hl�� k�, deceased, Notary Public, State of before me on �'� �day of July, 2014, by, as l��ci��a��a ��i Co 1:�,°;�� at:��c of the Estate of After Recordin� Return To: City of Denton Attn: Paul Williamson, Real Estate Manager 901-A Texas St. Denton, TX 76209 EXHIBIT "A" LEGAL DESCRIPTION Connie M. Altemus Tract TRACT ONE BEING a 12.45 acre tract of land situated in the B.B.B. & C. R.R. Co. Survey, Abstract No. 196, Denton County, Texas, and being known as that tract of land described in a Deed to Connie M. Altemus, as recorded in Volume 901, Page 774 of the Deed Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 1/2 inch square pipe found for corner in the West line of F.M. Highway No. 1830 (an 80' wide right-of-way also known as Country Club Road), said point being the Northeast corner of the above cited Altemus tract, said point also being the Southeast corner of a called 22.41 acre tract of land described in a Deed to Paul-Emile Baudouin and Benjamin Parker Baudouin, as recorded in Document Number 2011-35969 of the Real Property Records of Denton County, Texas; THENCE South 00°50'01" East along the West line of said F.M. Highway No. 1830, for a distance of 891.35 feet to a 1/2 inch iron rod with cap stamped "McCullah" found for the Southeast corner of said Altemus tract and the Northeast corner of a called 1.457 acre tract of land described as the Second Tract in a Deed to Burch Family Farm, Ltd., as recorded in Document Number 2007-110043 of the Real Property Records of Denton County, Texas; THENCE North 89°57'08" West departing the West line of said F.M. Highway No. 1830, and along the South line of said Altemus tract and the North line of said 1.457 acre tract, for a distance of 297.31 feet a 1/2 inch square pipe found for the Southwest corner of said Altemus tract, said point also being in the Easterly line of the G.C. & S.F. Railroad (a variable width right-of-way); THENCE North 35°20'14" West along the Westerly line of said Altemus tract and the Easterly line of said Railroad, for a distance of 1097.00 feet to a 1/2 inch square pipe found for corner at the occupied Northwest corner of said Altemus tract and the Southwest corner of said Baudouin tract; THENCE South 89°45'29" East departing the Westerly line of said Railroad, and along the North line of said Altemus tract and the South line of said Baudouin tract, for a distance of 918.84 feet to the POINT OF BEGINNING, and containing 12.45 acres of land, more or less. TRACT TWO BEING a 37.95 acre tract of land situated in the B.B.B. & C. R.R. Co. Survey, Abstract No. 196, Denton County, Texas, and being known as that tract of land described in a Deed to Connie M. Altemus, as recorded in Volume 901, Page 777 of the Deed Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 1/2 inch square pipe found for corner in the Westerly line of the G.C. & S.F. Railroad (a variable width right-of-way), said point being the occupied Northeast corner of the above cited Altemus tract, said point also being the Southeast corner of a called 27.92 acre tract of land described in a Deed to Paul-Emile Baudouin and Benjamin Parker Baudouin, as recorded in Document Number 2011-35970 of the Real Property Records of Denton County, Texas; THENCE South 35°19'02" East along the Easterly line of said Altemus tract and the Westerly line of said Railroad, for a distance of 1097.70 feet to a 1/2 inch iron rod with cap stamped "McCullah" found for the occupied Southeast corner of said Altemus tract and the occupied Northeast corner a called 222.275 acre tract of land described as the First Tract in a Deed to Burch Family Farm, Ltd., as recorded in Document Number 2007-110043 of the Real Property Records of Denton County, Texas; Page 1 of 2 DEN14115 THENCE North 89°56'57" West along the South line of said Altemus tract and the most Easterly North line of said 222.275 acre tract, for a distance of 839.29 feet to a 1/2 inch iron rod found for corner, said point being the occupied Northeast corner of a called 3.029 acre tract of land described in a Deed to Nelda Hackett, as recorded in Document Number 2003-137250 of the Real Property Records of Denton County, Texas; THENCE North 89°56'44" West continuing along the South line of said Altemus tract and along the North line of said 3.029 acre tract, for a distance of 602.32 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner, said point being the Northwest corner of said 3.029 acre tract; THENCE North 89°26'11" West continuing along the South line of said Altemus tract and along an interior North line of said 222.275 acre tract, for a distance of 714.93 feet to a 1/2 inch square pipe found for corner at the occupied Southwest corner of said Altemus tract and being an interior ell corner of said 222.275 acre tract; THENCE North 00°44'19" West along the West line of said Altemus tract and the most Northerly East line of said 222.275 acre tract, for a distance of 893.92 feet to a 1/2 inch square pipe found for corner at the occupied Northwest corner of said Altemus tract and the Southwest corner of said Baudouin tract; THENCE South 89°45'23" East departing the East line of said 222.275 acre tract, and along the North line of said Altemus tract and the South line of said Baudouin tract, for a distance of 1533.46 feet to the POINT OF BEGINNING, and containing 37.95 acres of land, more or less. Page 2 of 2 DEN14115 Denton County Cynthia Mitchell County Clerk Denton, TX 76202 70 2014 00068892 Instrument Number: 2014-68892 Recorded On: July 15, 2014 Parties: ALTEMUS CONNIE MORRIS To Comment: Waiver 50.00 Total Recording: 50.00 As Waiver ( Parties listed above are for Clerks reference only ) ** Examined and Charged as Follows: ** Billable Pages: 7 Number of Pages: 7 ************ 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: 2014-68892 Receipt Number: 1185507 Recorded Date/Time: July 15, 2014 04:20:34P User / Station: S Parr - Cash Station 3 Record and Return To: THE CITY OF DENTON 901 A TEXAS ST DENTON TX 76209 �� a >a � � r "'"^,�, ��- � .�, �" � � � � m"�"", � � � �! � y �� t� � �� "�.�4��, �„ ��d �� „ � �� w��„n � � � THE STATE OF TEXAS } COUNTY OF DENTON } I hereby certlfy that thls Instrument was FILED In the Flle Number sequence on the date/tlme printed heron, and was duly RECORDED In the Offlclal Records of Denton County, Texas. Gj�t`A'!1— County Clerk Denton County, Texas IIIII . �. � �� ' �' �� m� � �� ' IIII�� Qud�� ' /o�s'/ls� �� r-�q,3 ��c, a�:��u�. Capital Title of Texas, LLC - Denton Urbina 620 West Hickory Denton, TX 76201 Phone 940-565-1919 Fax 940-565-1917 OWNER POLICY OF TITLE INSURANCE TRANSMITTAL October 1, 2014 City of Denton, Texas, a Home Rule Municipal Corporation 901-A Texas Street Denton, TX 76207 RE: Order No.: 14-176280-DU Buyer/Borrower(s): City of Denton, Texas, a Home Rule Municipal Corporation Sellers(s): Estate of Connie Morris Altemus, Deceased Property Address: apprx 50.33 acres in BBB & CRR Survey, A-196 -- per initial legal in scan file., Denton, TX In connection with the above transaction, we enclose your Owner Policy of Title Insurance. Your deed has been filed for record in the County Clerk's Office and it will be mailed directly to you from that office. It has been a pleasure to serve you. If we may assist you in the future, please let us know. Jorge Urbina JUrbina@ctot.com Order No. 14-176260-DU OTP Transmittal Page 1 of 1 Rev. 01/06 Policy No.: TXT11171428 OWNER'S POLICY OF TITLE INSURANCE (T-1) Issued by FIRST NATIONAL TITLE INSURANCE COMPANY Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, First National Title Insurance Company, a Texas corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from: (a) A defect in the Title caused by: (i) forgery, fraud, undue influence, duress, incompetency, incapacity or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired or otherwise invalid power of attorney; (vi) a document not properly filed, recorded or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. (d) Any statutory or constitutional mechanic's, contractor's, or materialman's lien for labor or materials having its inception on or before Date of Policy. 3. Lack of good and indefeasible Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to: (a) the occupancy, use or enjoyment of the Land; (b) the character, dimensions or location of any improvement erected on the Land; (c) subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. COVERED RISKS Continued on next page IN WITNESS WHEREOF, FIRST NATIONAL TITLE INSURANCE COMPANY has caused this policy to be signed and sealed as of the Date of Policy shown on Schedule A. � ;�r� �, �� i� �� ,, {' By Authorized Signatory � �> � ��-��'�'��" ��.�....M �"��.a��w ��...��.��R ��r�"��':� M�. � , � �^ , ' „� .w � � p' � P°N a " � � _-___u. .. .... � . � � ��un,x��{��m�, tl�d��6��w ��u��s�u9"��e�� ' � ,� ; �`�� r ��' �� k� �S ��r M�� , ..n � . ._. � �..e ......... .,. !�� ru�A��'�"��aw �;��I"m�� II m�^��u�� C I.bWm�� FORM T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 1/3/2014 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. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to: �i) the occupancy, use, or enjoyment of the Land; �ii) the character, dimensions or location of any improvement erected on the Land; �iii) subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is: (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. 6. The refusal of any person to purchase, lease or lend money on the estate or interest covered hereby in the land described in Schedule A because of Unmarketable Title. CONDITIONS 1. DEFINITION OF TERMS. The following terms when used in this policy mean: (a) "Amount of Insurance": the amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company or other similar legal entity. (d) "Insured": the Insured named in Schedule A. FORM T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 1/3/2014 (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 Claimant": an Insured claiming loss or damage. (f) "Knowledge" or "Known": actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "Land": the land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage": mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (i) "Public Records": records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. (j) "Title": the estate or interest described in Schedule A. (k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE. The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT. The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) below, or (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. When, after the Date of the Policy, the Insured notifies the Company as required herein of a lien, encumbrance, adverse claim or other defect in Title insured by this policy that is not excluded or excepted from the coverage of this policy, the Company shall promptly investigate the charge to determine whether the lien, encumbrance, adverse claim or defect or other matter is valid and not barred by law or statute. The Company shall notify the Insured in writing, within a reasonable time, of its determination as to the validity or invalidity of the Insured's claim or charge under the policy. If the Company concludes that the lien, encumbrance, adverse claim or defect is not covered by this policy, or was otherwise addressed in the closing of the transaction in connection with which this policy was issued, the Company shall specifically advise the Insured of the reasons for its determination. If the Company concludes that the lien, encumbrance, adverse claim or defect is valid, the Company shall take one of the following actions: (i) institute the necessary proceedings to clear the lien, encumbrance, adverse claim or defect from the Title as insured; (ii) indemnify the Insured as provided in this policy; (iii) upon payment of appropriate premium and charges therefor, issue to the Insured Claimant or to a subsequent owner, mortgagee or holder of the estate or interest in the Land insured by this policy, a policy of title insurance without exception for the lien, encumbrance, adverse claim or defect, said policy to be in an amount equal to the current value of the Land or, if a loan policy, the amount of the loan; (iv) indemnify another title insurance company in connection with its issuance of a policy(ies) of title insurance without exception for the lien, encumbrance, adverse claim or defect; (v) secure a release or other document discharging the lien, encumbrance, adverse claim or defect; or (vi) undertake a combination of (i) through (v) herein. 4. PROOF OF LOSS. In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, FORM T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 1/3/2014 encumbrance or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS. (a) Upon written request by the Insured, and subject to the options contained in Sections 3 and 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained in Sections 3 and 7, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction and it expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE. (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (ij in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. (c) If the Insured demands that the Company accept a settlement offer that is not greater than the Amount of Insurance or if the Insured expressly agrees that a settlement offer should be accepted, the Company has a right to be reimbursed if it has timely asserted its reservation of rights and notified the Insured that it intends to seek reimbursement if it pays to settle or defend a claim that is not covered by the policy. 7, OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY. In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. FORM T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 1/3/2014 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°/o, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees and expenses incurred in accordance with Sections 5 and 7 of these Conditions. 9. LIMITATION OF LIABILITY. (a) If the Company establishes the Title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the Land, all as insured, or takes action in accordance with Section 3 or 7, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY. All payments under this policy, except payments made for costs, attorneys' fees and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE. The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS. When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT. (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION. Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured, unless the Insured is an individual person (as distinguished from an Entity). All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT. (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. FORM T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 1/3/2014 (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim, shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy or (iv) increase the Amount of Insurance. Each Commitment, endorsement or other form, or provision in the Schedules to this policy that refers to a term defined in Section 1 of the Conditions shall be deemed to refer to the term regardless of whether the term is capitalized in the Commitment, endorsement or other form, or Schedule. Each Commitment, endorsement or other form, or provision in the Schedules that refers to the Conditions and Stipulations shall be deemed to refer to the Conditions of this policy. 16. SEVERABILITY. In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid and all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM. (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefore 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: First National Title Insurance Company, 2400 Dallas Parkway, Ste. 580, Plano, TX 75093. FORM T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 1/3/2014 � � 'I 1: '. � .� � . � . �; � . 1 Name and Address af Title Insurance Campany: FIRST NATIONAL TITLE INSiJRANCE COMPANY �� File No.: 14-176280-DU Palicy No.: TXT11171428 Address for Reference only: apprx 50.33 acres in BBB & CRR Survey, A-196 -- per initial legal in scan f le., Dentan, TX Amount af Insurance: $300,000.00 Date af Policy: July 15, 2014, at 04:26 pm 1. Name of Insured: City of Dentan, Texas, a Home Rule Munic►pal Corporation 2. The estate or interest in the Land that is insured hy this policy is: Fee Simple 3. Title is insured as vested in: City of Denton, Texas, a Home Rule Mnnicipal Corporation Premium: $2,478.75 Form T-1: Owner's Policy of Title Insurance Rev (1/3/2014) Page 1 The land referred to in this policy is described as follows: TRACT ONE BEING a 12.45 acre tract of land situated in the B.B.B. & C. R.R. Co. Survey, Abstract No. 196, Denton County, Texas, and being la►owo as that tract of land described in a Deed to Connie M. Altemus, as recorded in Volume 901, Page 774 of the Deed Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 1/2 inch square pipe found for corner in the West line of F.M. Highway No. 1830 (an 80' wide right-of-way also known as Country Club Road), said point being the Northeast corner of the above cited Altemus tract, said point also being the Southeast corner of a called 22.41 acre tract of land described in a Deed to Paul-Emile Baudouin and Benjamin Parker Baudouin, as recorded in Document Number 2011-35969 of the Real Property Records of Denton County, Texas; THENCE South 00°50'O1" East along the West line of said F.M. Highway No. 1830, for a distance of 891.35 feet to a 1/2 inch iron rod with cap stamped "McCullah" found for the Southeast corner of said Altemus tract and the Northeast corner of a called 1.457 acre tract of land described as the Second Tract in a Deed to Burch Family Farm, Ltd., as recorded in Document Number 2007-110043 of the Real Property Records of Denton County, Texas; THENCE North 89°57'08" West departing the West line of said F.M. Highway No. 1830, and along the South line of said Altemus tract and the North line of said 1.457 acre tract, for a distance of 297.31 feet a 1/2 inch square pipe found for the Southwest corner of said Altemus tract, said point also being in the Easterly line of the G.C. & S.F. Railroad (a variable width right-of-way); THENCE North 35°20'14" West along the Westerly line of said Altemus tract and the Easterly line of said Railroad, for a distance of 1097.00 feet to a 1/2 inch square pipe found for corner at the occupied Northwest corner of said Altemus tract and the Southwest corner of said Baudouin tract; THENCE South 89°45'29" East departing the Westerly line of said Railroad, and along the North line of said Altemus tract and the South line of said Baudouin tract, for a distance of 918.84 feet to the POINT OF BEGINNING, and containing 12.45 acres of land, more or less. TRACT TWO BEING a 37.95 acre tract of land situated in the B.B.B. & C. R.R. Co. Survey, Abstract No. 196, Denton County, Texas, and being lcnown as that tract of land described in a Deed to Connie M. Altemus, as recorded in Volume 901, Page 777 of the Deed Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 1/2 inch square pipe found for corner in the Westerly line of the G.C. & S.F. Railroad (a variable width right-of-way), said point being the occupied Northeast corner of the above cited Altemus tract, said point also being the Southeast corner of a called 27.92 acre tract of land described in a Deed to Paul-Emile Baudouin and Benjamin Parker Baudouin, as recorded in Document Number 2011-35970 of the Real Property Records of Denton County, Texas; THENCE South 35°19'02" East along the Easterly �ine of said Altemus tract and the Westerly line of said Railroad, for a distance of 1097.70 feet to a 1/2 inch iron rod with cap stamped "McCullah" found for the occupied Southeast corner of said Altemus tract and the occupied Northeast corner a called 222.275 acre tract of land described as the First Tract in a Deed to Burch Family Farm, Ltd., as recorded in Document Number 2007-110043 of the Real Property Records of Denton County, Texas; THENCE North 89°56'S7" West along the South line of said Altemus tract and the most Easterly North line of said 222.275 acre tract, for a distance of 839.29 feet to a 1/2 inch iron rod found for corner, said point being the occupied Northeast corner of a called 3.029 acre tract of land described in a Deed to Nelda Hackett, as recorded in Document Number 2003-137250 of the Real Property Records of Denton County, Texas; THENCE North 89°56'44" West continuing along the South line of said Altemus tract and along the North line of said 3.029 acre tract, for a distance of 602.32 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner, said point being the Northwest corner of said 3.029 acre tract; THENCE North 89°26'll" West continuing along the South line of said Altemus tract and along an interior North line of said 222.275 acre tract, for a distance of 714.93 feet to a 1/2 inch square pipe found for corner at the occupied Southwest corner of said Altemus tract and being an interior ell corner of said 222.275 acre tract; THENCE North 00°44`19°' West along the West 1►ne of said Altemus tract and the most Northerly East line of said 222.275 acre tract, for a distance of 893.92 feet to a 1/2 inch square pipe found for carner at the occupied Narthwest carner of said Altemas tract and the Southwest corner af said Baudouin tract; THENCE Sauth 89°45'23" East departing the East line af sard 222.275 acre tract, and along the Narth lrne of sa►d Altemus tract and the South line af said Baudauin tract, for a d'rstance of 1533.46 feet to the POINT OF'BEGINNING, and containing 37.95 acres of land, more or less. ;� , � 'I I ' � ' � .� , R.. • :� �.: � � * '.. � ... �j::. Pile No.: 14-176280-DU Policy No.: TXT11171428 EXCEPTIONS FROM COVERAGE This policy does not insure against Ioss or damage (and the Company will not pay costs, attomeys' 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 matiers: 1. The fallowing restrictive coven ts of record itemized below (the Company ust either insert specific recording data or delete this exception}: Ite No. 1, Schedule , as been elete i its entirety. � 2. n„ „�;c n�°„fc r, ,� r• ?�..� ., v��u..,. ... .,.rr��.n:_�n �n9 � y�i shortages in area y ' j" T"'9 " �`°)� ^ '"'YY"`b F'. srv4c I � � � . � � ..: / � ,,,.. � ,,,. 1 � �� ' • `.,,. 4. y titles or rights asserted by anyone, including but not limited to, persons, the public, corporations, gove ents or other entities, (a) to tidelands, or lands comprising the shores or beds of navigable ar perennial rivers and streams, lakes, bays, gulfs or oceans, or (b) to lands beyond the line of the harbor or bu ead lines as established or changed by any gove ent, 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. i,r ,. � . � � . . . F , � � . . , r r i . ., r � -� . � . . � , . . � , ;, , ♦ w � -, � - � , _• � .„- � . � � . � , . � f f�, - � �. :� . � ... � ... ,. � � � .:.: f i �i�, .: i ' ., � � - 4,. 1 • 1 - ..... . � . �.r:.. � f �,'� . � 1 ` ....� � `. 1...�,. • f, �. f � 1.�.. 6. The following matters and all terms of the documents creating or affering evidence af the matters (The Company must insert matters or delete this exceptian}.: (a) Ali leases, grants, exceptians ar reservatrons af coal, lignite, 0►1, gas and ather minerals, together w►th all rights, privileges and °rmmnnities relat°rng thereto, appear►ng in the Public Records whether lrsted in Schedule B or not. There may be leases, grants, exceptions or reservations of mineral interest that are not listed. (b} Oil, Gas and Mineral Lease recorded in Voiume 378, Page 223, Real Property Records, Denton County, Texas. The Company makes no representation as to the present ownership of this interest. Form T-1: Owner's Policy af T►tle Insurance Rev (1/3/2014) Page 4 Continuation af Sch�dule B Policy No. TXT11171428 (c) Oil, Gas and Mineral Lease executed by Connie M. Altemus to NationsGas Partners, dated July 6, 2001, filed August 14, 2001, recorded in Volume 4900, Page 3089, Real Property Records, Denton County, Texas. The Company makes no representation as to the present ownership of this interest. As affected by Amendment filed November 5, 2001, recorded in Volume 4958, Page 3711, Real Property Records, Denton County, Texas. (d) Mineral Deed executed by Connie M. Altemus to Sidney Baudouin, dated July 6, 2001, filed August 28, 2001, recorded in Volume 4910, Page 2717, Real Property Records, Denton County, Texas. The Company makes no representation as to the present ownership of this interest. (e) Oil, Gas and Mineral Lease executed by Sidney Baudouin to NationsGas Partners, dated July 6, 2001, tiled August 14, 2001, recorded in Volume 4900, Page 3096, Real Property Records, Denton County, Texas. The Company makes no representation as to the present ownership of this interest. As affected by Amendment filed August 28, 2001, recorded in Volume 4910, Page 2724, Real Property Records, Denton County, Texas. (� Mineral Deed executed by Sidney Baudouin, Individually and as Co-Executor of the Estate of Bobbie M. Simms, deceased to Connie M. Altemus, dated July 6, 2001, filed September 7, 2001, recorded in Volume 4917, Page 3893, Real Property Records, Denton County, Texas. The Company makes no representation as to the present ownership of this interest. (g) Terms and provisions of Right-of-Way Agreement from Connie M. Altemus to Crosstex CCNG Transmission, Ltd. dated January 18, 2003, filed April 8, 2003, recorded in Volume 5307, Page 4490, Real Property Records, Denton County, Texas, and as shown per survey by Todd B. Turner, R.P.L.S. No. 4859, dated April 18, 2014. (Affects Tracts Two only) (h) Terms and provisions of Right-of-Way Agreement from Connie M. Altemus to Crosstex CCNG Transmission, Ltd. dated January 18, 2003, filed April 8, 2003, recorded in Volume 5307, Page 4493, Real Property Records, Denton County, Texas, and as shown per survey by Todd B. Turner, R.P.L.S. No. 4859, dated April 18, 2014. (Affects Tracts One and Two) (i) Terms and provisions of Right-of-Way Agreement from Connie M. Altemus to Crosstex CCNG Transmission, Ltd. dated January 18, 2003, filed August 20, 2003, recorded in Volume 5400, Page 421, Real Property Records, Denton County, Texas, and as shown per survey by Todd B. Turner, R.P.L.S. No. 4859, dated April 18, 2014. (Affects Tracts One only) (j) Oil, Gas and Mineral Lease executed by Carla G. Hopper, Individually and as Co-Executrix of the Estate of Connie M. Altemus and Barbara Laughlin, Individually and as Co-Executrix of the Estate of Connie M. Altemus to Eagleridge Energy, LLC, dated April 13, 2012, filed May 1, 2012, recorded in CC#2012-45174, Real Property Records, Denton County, Texas. The Company makes no representation as to the present ownership of this interest. (k) Oil, Gas and Mineral Lease executed by Carla G. Hopper, Individually and as Co-Executrix of the Estate of Connie M. Altemus and Barbara Laughlin, Individually and as Co-Executrix of the Estate of Connie M. Altemus to Eagleridge Energy, LLC, dated April 13, 2012, filed May 1, 2012, recorded in CC#2012-45175, Real Property Records, Denton County, Texas. The Company makes no representation as to the present ownership of this interest. (1) Intentionally Deleted. (m) Easement created in instrument executed by R.. N. Morris to Southwestern Gas Pipeline, Inc., dated May 10, Form T-1: Owner's Policy of Title Insurance Rev(1/3/2014) �� 5 �� f i:'�. : i � J �� ►�If:�1'�r:fi� �� • N i � �a '��; �� :; '��, � �r� �� w: �,�„ �� r,��, , � �, �, � i; �� u Nr i '�� ;�� . � : I;� 1 , r N i � - : • •� � (� �1 � i � � � �•�� ' � � �'� l � r � �' ' � - 1 � ..'�.. � "'�.. Form T-1: Owner's Palicy of Title Insurance Rev(1/3/2014} Page 6 � �r t. � .. e � a �I k � � �f i � y`, 1 �.. f i ..��..... � .......� Premium Amount Rate Rules Property County Liabiliry Policy Date '�'yp�� Code 1 2 3 4 5 6 7 8 $2,47 .75 1060 121 $300,d00.00 07/15/2014 0895 0506 ENDORSEMENT Attached to Policy No. TXT11171428 Issued by FIRST NATIONAL TITLE INSURANCE COMPANY The Company insures against loss or damage sustained by the Insured by reason of: 1. The existence, at Date of Policy, of any of the following unless expressly excepted in Schedule B: a. Present violations on the Land of any enforceable covenants, conditions, or restrictions, or any existing improvements on the Land that violate any building setback lines shown on a plat of subdivision recorded or filed in the Public Records. b. Any instrument referred to in Schedule B as containing covenants, conditions, or restrictions on the Land that, in addition, (i) establishes an easement on the Land, (ii) provides for an option to purchase, a right of first refusal, or the prior approval of a future purchaser or occupant, or (iii) provides a right of reentry, possibility of reverter, or right of forfeiture because of violations on the Land of any enforceable covenants, conditions, or restrictions. c. Any encroachment of existing improvements located on the Land onto adjoining land or any encroachment onto the Land of existing improvements located on adjoining land. d. Any encroachment of existing improvements located on the Land onto that portion of the Land subject to any easement excepted in Schedule B. e. Any notices of violation of covenants, conditions, or restrictions relating to environmental protection recorded or filed in the Public Records. 2. Damage to existing buildings that are located on or encroach upon that portion of the Land subject to any easement excepted in Schedule B, which damage results from the exercise of the right to maintain the easement for the purpose for which it was granted or reserved. 3. Damage to improvements (excluding lawns, shrubbery, or trees) located on the Land on or after Date of Policy resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of minerals excepted from the description of the Land or excepted in Schedule B. 4. Any final court order or judgment requiring the removal from any land adjoining the Land of any encroachment, other than fences, landscaping, or driveways, excepted in Schedule B. 5. Any final court order or judgment denying the right to maintain any existing building on the Land because of any violation of covenants, conditions, or restrictions or building setback lines shown on a plat of subdivision recorded or filed in the Public Records. Form T-19.1: Restrictions, Encroachments, Minerals Endorsement - Owner Policy Wherever in this endorsement the words "covenants, conditions, or restrictions" appear, they do not include the terms, covenants, conditions, or limitations contained in an instrument creating a lease. As used in para�raphs 1.a. and 5, the words "covenants, conditions, or restrictions" do not include any covenants, conditions, or restrictions (a) relating to obligations of any type to perform maintenance, repair, or remediation on the Land, or (b) pertaining to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances, except to the extent that a notice of a violation or alleged violation affecting the Land has been recorded or filed in the Public Records at Date of Policy and is not excepted in Schedule B. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. FIRST NATIONAL TITLE INSURANCE COMPANY .� .� �. � �� ., Authorized Signatory Form T-19.1: Restrictions, Encroachments, Minerals Endorsement - Owner Policy Capital Title of Texas, LLC - Denton Urbina �, � ��u� ;��'�I II�I 620 West Hickory �� n �u� � Denton, TX 76201 Phone 940-565-1919 Fax 940-565-1917 OWNER POLICY OF TITLE INSURANCE TRANSMITTAL June 19, 2015 City of Denton, Texas, a Home Rule Municipal Corporation 901-A Texas Street Denton, TX 76207 Attn; LeAnne Oldham RE: Order No.: 14-176280-DU Buyer/Borrower(s): City of Denton, Texas, a Home Rule Municipal Corporation Sellers(s): Estate of Connie Morris Altemus, Deceased Property Address: apprx 50.33 acres in BBB & CRR Survey, A-196 -- per initial legal in scan file., Denton, TX In connection with the above transaction, we enclose your T-3 Correction endorsement to Owner Policy of Title Insurance. Your deed has been filed for record in the County Clerk's Office and it will be mailed directly to you from that office. It has been a pleasure to serve you. If we may assist you in the future, please let us know. Ashlea Flores Order No. 14-176280-DU OTP Transmittal Page 1 of 1 Rev. 01/06 For T-3 General Endorse ent �� . � , �� , .> , � , � , ,� I►�[��[6riI,3�:�1�711 Attached ta and made a part af First National T`itle Insurance Company Policy or Interim Construction Binder Number TXT11171428, this 19TH DAY OF , 2015. � � ; , : r : ' •' � ''• '� '� Nothing herein contained shall be construed as extending or changing the effective date of the aforesaid policy ar interim construction binder, unless otherwise expressly stated. IN WITNESS HEREOF, the FIRST NATIONAL TITLE INSiJRANCE COMPAIVY has caused this Endorsement to be executed by its President under the seal of the Company, but this Endorsement is to be valid only when it bears an autliarized countei°signature. . � . , � �, , � . . . . � , � � •; � � �' � �I'�� it�� ' . ,.; , I: Form T-3: General Endorsement Minerals and Surface Damage Endorsement (T-19.3) Attached to Policy No. TXT11171428; Applies to Parcel(s) SCH A ITEM 4 Issued by: FIRST NATIONAL TITLE INSURANCE COMPANY Herein called the Company The Company insures the insured against loss which the insured shall sustain by reason of damage to permanent buildings located on the Land on or after Date of Policy resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of coal, lignite, oil, gas or other minerals excepted or excluded on Schedule A, Item 2 or excepted in Schedule B. This endorsement does not insure against loss resulting from subsidence. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. FIRST NATIONAL TITLE INSURANCE COMPANY �� ; � r:� f Authorized Signatory Form T-19.3: Minerals and Surface Damage Endorsement