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2014-064s:Uega(\our dacuments\ardinancesit4\miles land counteroffer ard.dac •'! ` * � � �'•4 . !� � . ; � � � � . . �• � . • �� . �. � � . � � . . � : . � '; •, � , � ' � • : ' ' 1 �. ��.. � �� . . � . . � � ! • � � •� �� R � �:.. R� �� :, R� '.. � �, ♦.. � i � 1 ! !' ♦ ♦: �) . �.., � R I: �.. �. � ��.. ! �'� I � �� ♦ �.: ,�, / i �.. ♦ ,�: • �. � �. •�: �... � � � � � !� i � � �' � /' • � � i �'' � , � �*�' �r ■ �r � �� • ,, �*' * � � � �'� / 'I�� ' � r � � ' � ; �� ' � � � � ,;"�. �: R ♦ . •.. ♦ �. � �: • � . , � � ♦ � � ♦ � � ♦ .... ♦ � 1 . � �, �' � ,,. ,. � , .: • � �. � �. � �. � , j �.. k: ♦ � � � ��.. , 7 •: : . .., , R j .� � ♦. ! �'' • ,' �.. � �... , �; WHEREAS, the City of Denton ("City"} made an Initial Offer (herein so called) to the Owner to purchase the Property Interests, pursuant to Ordinance No. 2012-313, passed and approved by the City Council of the City af Dentan on November 6, 2012; WHEREAS, Owner has made a counteroffer ta the Initial Offer of City; WHEREAS, City is amenable to the counteroffer, and finds that it is in the best interest to agree to same; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY O AINS: SECTION 1. The City Manager, or his designee, is hereby authorized (a) to execute for and on behalf of the City (i} the Purchase Agreement, by and between the City and Owner, in the form attached hereto and made a part hereof as Exhibit "A", with a purchase price of $100,700.00 and ather consideration, plus costs and expenses, all as prescribed in the Purchase Agreement; and (ii) any other documents necessary for closing the transaction contemplated by the Purchase Agreement; and (b) to make expenditures in accordance with the terms of the Purchase Agreement. SECTION 2, If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, ar application thereaf to any persons or circumstances, is held invalid or unconstitutional by a court af competent jurisdiction, such holding shall not affect the validity af the remaining portians 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. 1��;`��i� �NT� r�C'i'Ct�)�'�?l� �I�i�; ti�e .—wu..._ �l�iy c�t " _, 2014. . .� . � �� •� *�� I�. ,� � � � � M �;� �� _ � ��..��.� ..� m�. a��. I��f�tC�� A. �3��1��?GHS, N�ItYOR . � . ��T . . ;', � BY� ��.. . — � �� + EXHIBIT "A" - to Ordinance (Property Interests) � rthur Surveying Co., I nc. �m�'�sSSOn�r �C,�tc� s�xv�3-�s P.O. Boz 54 � Lewisville, Taxas 75b6'7 Of�o4; (972) 221-9439 � Fax:.(972) 221-4675 EXHIBIT "A" MA,YHILL ROAD , RIGHT-OF-WAY PARCEL M1U4 0.586 Acre City of Denton, Denton County, Texas I33�:�k�'� ttll'il�►�i ��r�tasn lr�t, ts•��ct a�° p�r�al a�`la�a�i s��ut�tec� �.� tlae hi+��reau Forrest Survey, AbstractNuinber 417; City �f D��ivs�, T7��t�aa� �`cauz��y, iA�xas, �nd b�� x� c�i' � tract of'l�r7d ci�cribed by deed to Miles Land.Company, . �,��.�� . ��,��, ��.�_� �Apc �t��r�l��r �Op{3��838p �r�al Property Records, Denton County, Texas [�,�?.�.�,C.�'.�, �€� b�it�� n��ra: ��arti�;��rly desc��k�� s ft�llows: BEGINNING at a 1/2 �aclr �°�z� ��e�cl �ii�a y�livww �a�� st�n��ed �`A��iia��r ��u°v�y`s�a�, �c�a��sa�zy" (�.5,�.) found for the northwest corner of sai� ��i� ��n� ��x��y tr��t �sid �t�e s�t��rv�st c�rz��5 �f �, i��t �f ln�7d �i�s�ribed by de�d to tha City of Denton, rec�rc��r� sx�ade�• C:vunty CI��•l�'� �"i�� N�u�ber �7-� 9�a3�, �,1�,�,�7.��'�'., �n�i bein� in Mayhill Road; T�� s�� 7� �#��r�;� �8 ��ainxtt�s 16 seconds East, with the north line o� s�id Miles Land Company tract and �� ,� p�'�� +�ity ��' p�nt�t� #ta�t, a distance of 85.75 feet to a 1/2 inch iron rod with yellow cap stamped �`�,s� �°p ��t #�r�� rz�er �t t�aa %�gin�i€�� of a non-tangent curve to the right, having a radius of 2567.50 feet; "��3:;CN��'� �ver ��a€� acrc�s� s�ic� l��i�es L�t�d S��n��ny t��ct, witt� s�id c��r�€e t� �h� ri��tf, ��vi�z� a ceniral angle of 03 r��;�t•�� nir�iat�s 24 s��ta�i�, �`�ara�c� chat�d (�e�'� �ca��ii� f�6 tf��Z`ec��c 3�7 tniniaie� 45 ��ds �'Yest a distance of 1��.�5 f�t, �n �� len�t,� �ai 1 C��.!�� f�e°� tc� a�!? 's��c� `sro� r�d wit1� y��t€�wr cap :st�11�e�t "l�.�,�.' set for corner; °��I��C� ��tt� f�� e��e�� z�iT�ui�� S7 sec��ds �V�;s�, c�v�� nd ��rrs� said Miles Land Company tract, a �� ,� � r=��p� �� p��gi ��,�� c�ru�� i� t�7e� rn�rtia line of a tract oFland described by deed �� ,��p��y� �,�� ,�e, ��ie� i��s�lcr �ns�riunent �itrnl�er 2009-137926, Offibial Public Records, Denton County, Texas; . THENCE North 87 degrees 25 triinutes 15 seconds West, over and acro�� s�ss� Iv�il�ss 1a�c1 �c�an�atay t�'act and with the north line of said Kukahi Cozporation tract, a distance of 46,59 feet to €� "�'K" ��i1 �e�. �r� ��ph�1t f�a�` corner in the west lina of said Miles Land Compan,y tract and the north.•west corner of s�i� I�uk�fl�i t�a��saca�'�tiraz� tr��, and being in Mayhill Road; THENCE North 02 degrees 33 mixiutas 51 seconds East, with the west line of said Miles Land Company tract and in Mayhill Road, a distanca of 375.62 feet to the POINT OF BEGINNII�TG and containing 0.586 acre o£ land, of which 0. ] 181ies within existing Mayhlll Road. �� ' � �.: ��. ��4 , � C1107131-15 Parcel M10A : .:.., � . �. . �, .. . . . -- �` ^u .,,: . F,XHIBIT "A" - to Ordinance (Property Interests) p: N 1�i0 4 �4 ��}0 � SCALE: 1" =100' Bearings shown hareon based on the City of Danton GIS Network. NOTBS: . I,R,F, =1/2" Iron Rod Found • C,I:R,F'. = 1/2" Iron Rod Pour�d with yellow cap stamped "Arthur Surveying Company" ,� I.R.S. = U2" Ir6tt Rod Set with yallow cap stamped "Arthur Surveying Company" . All improvements not shown hereon, � �� F+�1 � � x � � ��, ��-��m�� .�� :. ��c�,�� xist'ss�� ]napl�es� i�c�iicu�va� t7.418 ��c, (�,� 58 �q. tl.) !��8� A��r�s f��53�sc�, �!.} Right=of Way � Parcell�� ' � fi�';Ft�'1PYUFLi C&�4�%i'�li�fs 7}�ound�nP cdc��a4et�eby�uil.f�+3old�nl� sun+cy sa��e ffa}n duy�rqdeua� CRt� g#uunrls��'t%rs p�,�entpPo�tl�dturcr4[�edCrar�+ruaaa��l�s�cnarwrt rusd te� tfia GaaaG �ad'n�yAa�swt�� ro �'en� vlatE�lo �iE�t�epmnale�r, anr�iJdu4a, al�l�aaln �re�, �rc�radary llee �saiZlets, �+ndusci!'�nsc�ae, mrrtnt�alr�g or ln�uav�+sensa, : ua°r1�CStr�w'ay1�S�tf �ava b�aa �dv�se�i r�f ��c,�€ � ehoivn L�rooa �� EX�IIBIT "B" ll�a yhill Road Right—of —Way Parcel Mi Q4 0.588 Acre Morreau Forrest Survey� Abstract Number 417 City of' Denton Denton County, Texas — 2011 — ,.� �p� N ^M � � � � Cily o! DenCon C.C,�97—iB639 _ C.I.R.F, �-�,�� '`` �� C,�r,�. , � �� I � ' 1 � Ci I � � . � �� I �� ' � l.R.S. � � � �� Mix�s �r�d �asn�e�ny �,,,�� - �.c.��n�n—�� {r�mairadcr} � �� Shta A1 Group, Ina.. � �,�7 Inetrument No. 2010-18093 �� `r` �.„ ^ � � � � I ��,�� 4 I �.� , � R � � 6 �� " N�#{ Set , ..� �,. � � _ �. � � .� .�. _ �� ' 30` A��es� E`nsa�ra��n! ,�� Instr. l�te�. • �€�f CJ—�S[7�� t Kukshi Corporatloa eolut[ona, Ino. � �'� 1netlrtunent No, 2008-137928 I � • f.R.F � _ (C.M.) _��_�.��,�__�_��__�.._-�.�� ' �� Ll N75°28'16"E 85.75' L2 N87°25'15"W 46:59' �� _ # Ra��ius L�� ta _ Chorc� Cl 2567.��t' i6�.�3$' _ ��°�+�'24" S06°30'45"� �_t��.US" ��1�� l��'�'��'� ��.� � �+�. �� ,� � P.O.Box 6�k •— Lewieville, Texas 78087. . OPPioe: (972) 221-9439 Faa: (972) 221'=4876 ' Eetatbliehed 1988 • . � ,:w � ,� �..,,. . �, , , - � ,. .n 5ep u� �ui� �:u��r� Hr Lh�tKJtl rHx p.4 _.��_ __. , � � , . r �� , � , . � , . � � ; � � � - ,, � ,, � � �. . . � , • �� ,' � �, � � . p � . � � . , ! . � . � . � ' ,� , , � .; . � t 1 ; � � , ' .' ' � �, , , . � � � 1 ' � PURCAASE AGREFMENT {the "Agreement'� is dated �� 201 �' but effective as of the date provided below, between Miles Laad �c�r� ��, Inc., a Texas ��r� r�� n (referred to herein as "Owner") and the City vf Denton, Texas (66C1�,99�. WITNESSETH: , Miies Land Campany, Inc., a Texas corporation, is the Owner of a tract of land ( �L;�7�c�"� in the Morreau Forrest Survey, Abstract Number 417, Dentpn County, Texas,�being � c� by the public improvement project. called the Mayhill Road Widenin.g and Project ("proj�t'�; and City is in r�eed of certain fee simple lands, being a part of the Land, related to ��i� .�.I ��, it is desirous of both partaes to stipulate and agree to the tertns and conditions l with the purchase af the necessary real property interests for the Project; Sep u� �ui� �:u�ir� Hr LHSt�Jtl rHx p.5 � 1�, THEREFORE� for Ten and No/lOd Dollazs ($10.U0), and other good and valuable ��a�si �r�ti��, the receipt and adequacy of which is hereby acknowledged, the parties s�grae as 1, �s, At Closing, the Owner shall gr�nt, execute, arLd deliver to th� City a Special Warranty Deed (h�r��n sa called), c�nveying to the City, subject to the reserva�ons described below, the tract � land being described in Exhibit "A" and depicted in Exhibit "B" to that eertain Specia] �T ty Deed, and ather interests as prescribed therein (the "Fce Lands"), the Special Warranty Deed ��ing attaehed hereto as Attachment 1 and rnade a part hereaf. The �ci� Warraaity Deed shall be in the form and upon the ternns as atta�ched hereto and i��e �,i�d herein as "Attachment 1". . B. r, subject to the limitation of such reservation nnade hexein, shall reserve, for itself, its su,� ��s and assigxis ell oil, gas and other minerals in, on and undez and that rnay be produced &om � Fee Lands. Owner, its successors and assigns, shall not have the right ta use or access the �r�rc� of the Fee Lands, in any way, manner or form, in connection with or related to the reserved oil, �: �, and other minerals and/or related to exploration and/or production of the ail, gas and other ��- reserved herein, including without limitation, use or access of the surface of the Fee Lands for � lacation of any well ar drill sites, well bores, whether vertical or any deviation fi�m vertical, ��.� wells, pit areas, seismic activities, tanks or tauk baiteries, pipelua.es, roads, electrieity or other �ti�it' ib&astructu�re, and/or for subja�cent or lat�ral support for any surface �arcilities or well bores, or any il��r infirastructure or impravemer�t of any kind or type in connection with or related to the Qil, gas and other minerals, andlor related to the explocation or productian of same. As u��i herein, the texm "other minerals" shall include oil, gas and all assaciated h�drocarbons, and sha.11 exclude (i) all substances that any reasanable extraction, mining ox other explaration andlor �ar+�cl :�%�� method; operation, process or procedure would consume, deplete or destroy the surfaee of #;� Fee Lands; and (ii) all substaaces which are at or near the surface of the Fee Lands. The intent of �s parties hereto is that the meaniuig o� the term "other minerals" as utilized herein, shall be in with that set forth in Reed v. Rfylie, 597 S.W.2d 743 {Tex. 198U). 2 �� U� �U1� �:U'I�M HP LHStKJtI FRX P•6 As us h�erein, the term "surf� af the Fee Lands" shall include the area from the surface of the earth � a deptti of five hundred feet (500') belnw the surface of the earth and aIl azeas abave the of the earth. f" �., 2. �, consideration for the ,�r��,� ��+�� .� of the �+� ��s�s t,� �h� Ci��, tl�� Cit s�a� L��,��a�,+�k�� +��,t� �.��.� �� to � : �r at �`l+��ari� the surn�of " ' " t : �� : �c�.oa• a . '�"h� monetary compensation prescribed in this Section 2 is herein referred to � the Mot�tary Cornpensation". 3, e Owner shall convey and grant to the City the Fee Lands free and clear of a11 debts, liens arid other encumbrances (the "Encumbrances"). The 4wner shall assist ahd support satisfaction of all clo�` '� requirements af the City in relation to solicitation af releases or subordinations of the ��,� ��s and other curative ei%rts affecting the Fee Lands, if necessary in the discretiaa of the City, In the event that all Encumbrmaces are nvt cured to the satisfaction of City prior to Clasing, such �1 not be � default hereunder, although Owaer may otherwise be in default undez� �ection 10, b:e1a . However, if the Encutnbrances are nat cured as provided herein, City has the option of either (i) -�� the defects related ta the remaining F,ncwnbrances by natice in writing to Owner on or priar to the Closing Date, upon which the remaining Encumbcarices sha.11 become Permitked ��c� �i�� (herein so called), and proceed to alase the transaction contemplat�d by this Agreement; or �� terminating this Agreement by notice in writxng to awner, in wluch latter event Qwner and City ��a�l have no furth,er obligations under this Agreemen� 4, �� stipulates that the Total Mone�ta�y Compensation payment constitutes and includes all ,�� ,�� due Owner by City related to �the Project and the transactions contemplated by this ,��r� rx�,�� including without limitation, any damage to or diminution in the �alue of the remainder of ��r's property caused by, iricider�t to, or related to xhe Project, value of, darnage to and/ar costs of ��ir, replacement andlor relocaiion of any improvements, turf, landscape, vegetation, or any c�� shu�t�ue or faeility of any kind within the Fee Lands =elated to activities conducted pursuant to City owncrs�hip of the Fee Lands, interf�r�nGe with Owner's a�ctivities on other proparty rr�t� �� of Owner, caused by or related to ackivities related ta the Prc�ject �n the Fee Lands, whether a i�� now ar hereafter, and Owner hereby releases fox itself, its successors and assigns, the City, 0 Sep U� �U1� �:U'/rM M� LH�tkJEl FRX p•7 it's � i��r�, employees, elected offcia�s, agents and contra�tors from and against any and a11 claims it � have now or in the future, related tc� t1�e herein described matters, events and/or darnages. 5. e Closing (hcrein so caUed) ahall occur in aad through the office of Title Resources, LLC, 525 �v Loop 285, Suite 125, Denton, Texas, 76205 ("Title Company"}, with sa.id Title Company �tir� as escrow agent, on the date which ia 90 days after the Effective Date, unless the Owner and the C: t� mutually agree, in writi�g, to an earlier or later date ("Cloging Date'�). In the event the �ic��' � Date, a� described above, accurs on a 5aturdaY, SundaY or Denton County haliday, the �l�asi � Date shall be the next resulting business day�. 6. �� stipulated Total Monetary C�mpensation amount shall Ue paid by the City at Closing to the ' through the Title Company. Ad valorem taxes relatuig ta the Fee Lands for the calendar year in ��h Closing shall occur sha11 be prorated between Ownex and City as of the Closing Date. If the ' h�X amount of taxes for the calendac year in which Closing sliall occur is not known as of the �1� `� Date, the pmration shall be based on the amotu�t of taxes due and payabl� with respeat to the Fee �re�� for tbe preceding calendar year, and shall be readjusted in cash as soon as the amount of taxes levied against the Fee Lands for the calendar year in which Closing shall oecur is known. The �r�a� of such groration is tha.t the .Owner shall pay for those taxes atxributable to the period of time . prior t� the Closing Date (including, but not limited to, subsequent assessments for pxior years due to � � of land usage or ownership accwring prior to the Glosing Date) and City s,hall pay for those t�a�e� attributable to the periai commencing as of the�Closi.ng Date. All other typical, customary and �ta�� closing eosts associated with this transaction sha�l be paid specifioally by the City, except for �a+�r's a�torney's fees, if any, which shall be paid by Owner. ��` Ctry � � 7. k�� d�te on wluch #his Agreement is executed by tl�e 8wxer sha11 be the "Effective I)ate" of � ��, r $,A. In the event Owuer shall default in the per£ormance of any covenawt or tetm provided herein, and c� default shall be continuing af�er ten (10) days writtezi notice of default and opporCunity to ,�� City may' exercise any right or remedy available to it by 1aw, contract, equity or otherwise, without limita.tion, the remedy of specific perfurmance. 4 5ep u� �ui� �:urrn Mr �h�tK�ti rHx P•� B. In{ such + 9. T� t�GR. +�QC� �t�� 10. l� shall be b� the event City shall default in the performance of any covenant or term provided herein, and ��'��i shall be continuing a{%r ten (l0) days written notice of default and opportunity to cure, ,• may, as its so]e and exclusive remedy, either (i) terminate this Agreement prior to Clasing by �. notice of such �lection to City; ar (ii} enforce specific performanco of this Agi�eement. � LAWS OF THE STATE OF TEXAS SHALL C�NTROL AND APPLY TO THIS � T FOR ALL PUI�POSES. THIS AGREEMENT IS PERFORMASLE IN DENTON `1""�", TEXAS. VENUE FOR ANY ACTION ARISING HEREUNDER SHALL LIE ,y 11�1 THE CUURTS OF CQMPETENT NRI5DiCTTON 4F` DENTON COUN'I"Y, and after the E�fective Date of thia Agreement, through and inc]uding tl�e Closing, 4wner (i) convey or lease any interest in the Fee Lands; or (ii} enter into any agreement that will � upon the Fee Lands, or upon the Owner with respect to the Fee Lainds, after the date of 11. y notices prescribed ar allowed h�reunder to Owner or City shall be in writing and shall be deli°v-r�i by telephonic £a.csimile, hand delivery ar by United. States Mail, as described herei,n, and �� be deemed delivexed and received upon the earlier to occur of (a) the date provided if hand ��r � or delivered by telepharuc facsunile; and (b} on the date of deposit of, in a regularly z�,�ai i�� receptacle for the United States Mail, registered or certified, return receipt requested, pos �� prepaid, addressed as fvllows: I,and �+�m Y, Inc, �r�■�- �'� . ;�. i. �f ,4'��'... � CITY: City of Denton Paul Williatnson � ��9 Rea1 Estate and �apital Suppart 9U1-A Texas Street � Denton, Texas 76209 � Telecopy: (940} 3�49-8951 7 5ep u� �ui� �:��rM Hr LHStFtJt1 rHx �� +: FO C1 : Richard Casner, First Assistant City Attorney City Attorney's Office 215 E. McKinney Denton, Texas 76201 Telecopy: (9�40) 382-'7923 p. � 12, �s Agreement constitutes the sole and only agreement of the parties and supersedes any priar d��ian�r�g� or writben or oral agre�znents betweea the parties with respect to the subje�t �n,�� of this Agreernent. Time is of the essence with respect to this Agreemeat. 13. -r repres�nts and warraurts to City that it possessas the full power and authority to sell and ��t�� the Property as provided in this Agreement and that all requisite action to authorize Owner to enter into this Agreernent �d to cariy o�t Owner's obligations hereunder, including the grant of „ �,u� ri�-y to the person executin� thia Agreement for and on behalf of Owner to bind Owner to the he�reof, have bee� taken. 14. '�""�� repx'esentations, warranties� a8reements and covenants cvntained herein shall sutvive the �lt��,� and ahall not merge with the Speoial Warranty Deed. 15. In the event prior to the Closing Date, condemnation or eminent domaitn proceedings are ti�r� �en�d or initiated by any entity or party other than the City that might result in the faldng of any pc�:rii+�� of the Fee Lands, Gity may, at its eleotion, ternunate this Agreement at any time � t0 �ip81I]g. 4F DEPITON, TEXAS ;�� . CAMPBELL, MANAGER 2Q13 � � S�p ❑3 ZU13 3:OSPM HN LHStKJtI FHK 0 ,, � , 1 a,1� ' ' ; , � , . : Date: �,� 1 � y �,.�.,, � �a __� 2013 :� � ,*. . . . �� : Date:�.� �K,�,.��f J� ._� 2013 r- � . � � � ��. i � ��; �, : � �,� ,� ��.� �� '�, � �i'" '� � � _ � r� � , • r ! - ' ' . ,, � p.YO RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acknowledges receipt of one (1) executed copy of this Agreement. Title Company agrees to comply with, and be bound by, the terms and provisions of this Agreement to perform its duties pursuant to the provisions of this Agreement and comply with Section 6045(e) of the Internal Revenue Code of 1986, as amended from time to time, and as fizrther set forth in any regulations or forms promulgated thereunder. TITLE COMPANY: Title Resources, LLC 525 South Loop 288, Suite 125 Denton, Texas 76205 Telephone: (940) 381-1006 Telecopy: (940) 898-0121 : Printed Name: Title: Contract receipt date: _ __ _, 2013 .:3 � �� 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 Miles Land Company, Inc., a Texas corporation (herein called "Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by the CITY OF DENTON, TEXAS, a Texas Home Rule Municipal Corporation (herein called "Grantee"), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which are hereby acknowledged and confessed, 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 in Exhibit "A" and depicted in Exhibit "B", 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 fxtures thereon and all other rights and appurtenances thereto (collectively, the "Property"). Grantor, subject to the limitation of such reservation made herein, reserves, for itself, its successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Property. Grantor, its successors and assigns shall not have the right to use or access the surface of the Property, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and/or related to exploration and/or production of the oil, gas and other minerals reserved herein, including without limitation, use or access of the surface of the Property for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and/or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas and other minerals, and/or related to the exploration or production of same. As used herein, the term "other minerals" shall include oil, gas and all associated hydrocarbons and shall exclude (i) all substances that any reasonable extraction, mining or other exploration and/or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances which are at or near the surface of the Property. The intent of the parties hereto is that the meaning of the term "other minerals" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). As used herein, the term "surface of the Property" shall include the area from the surface of the earth to a depth of fve hundred feet (500') below the surface of the earth and all areas above the surface of the earth. Exceptions to conveyance and warranty: 1. Easement executed by I. D. Moore to Texas Power & Light Company filed June 16, 1936, recorded in Volume 257, Page 607, Deed Records of Denton County, Texas. (Blanket Easement) 2. Easement executed by W. T. Evers to Texas Power & Light Company filed September 24, 1936, recorded in Volume 259, Page 588, Deed Records of Denton County, Texas. (Blanket Easement) 3. Easement executed by W. T. Evers to Texas Power & Light Company fled December 10, 1964, recorded in Volume 516, Page 610, Deed Records of Denton County, Texas. (Blanket Easement) 4. Easement executed by Ann C. Stark et al to GTE Southwest Incorporated fled December 1, 1993, recorded under CC# 93-R0086456, Real Property Records of Denton County, Texas. 5. Terms and provisions and conditions of Easement Agreement for Access, executed by and between MILES LAND COMPANY INC., KUKAHI CORPORATE SOLUTIONS, INC. AND SHIN AI GROUP, INC., filed,February Page 2 of 4 22, 2010, recorded under CC# 2010-16096, Real Property Records of Denton County, Texas; as shown on survey dated August 10, 2012, prepared by John M. Russell, RPLS# 5305. 6. Mineral lease granted by W. T. Evers et al to Standard Oil Company of Texas described in instrument filed April 8, 1955, recorded in Volume 405, Page 433, Deed Records of Denton County, Texas. 7. Undivided 1/16 interest in Oil, Gas and other Minerals reserved in deed from R. R. Brubaker and wife, Bess Brubaker to D. L. Moore filed November 29, 1926, recorded in Volume 209, Page 171, Deed Records of Denton County, Texas. 8. Undivided 1/16 interest in Oil, Gas and other Minerals reserved in deed from Lotta C. Callahan et al to Lone Star Gas Company filed December 16, 1966, recorded in Volume 544, Page 660, Deed Records, Denton County, Texas. 9. Fence encroachments as shown on survey dated August 10, 2012, prepared by John M. Russell, RPLS #5305. This Deed is subject to that certain Purchase Agreement, dated on or about March 4, 2014, by and between Grantor and Grantee. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not otherwise. EXECUTED the ��' day of _ , 2014. Miles Land Company, Inc., a Texas corporation Y � �. �� , w B � � ' "'�.� .. . � � �mm." Name: �r1l�.�i�C� i��...�e.�,� ��'"��.�� Title: President Miles Land Company, Inc., a Texas corporation N �r��k C� � �"�� ,�� _�.. ...� i.� ?l�. .�" ��» Title: Secretary Page 3 of 4 ACKNOWLEDGMENT THE STATE OF TEXAS COUNTY OF DENTON C� 1� aa �r��r�� was �a °�r��a^�,��a� �! before me on ��"� , 2014 by � �_._.� .......�............, __ of Miles Land Company, Inc., a Texas �o porat on, o behalf � said r�.�µ "� � � ��t°��:i'u��r. �t �- � „ � .� �� , � ,i1��i� � y��'j � � < < r,, � , 1 ` �" � ' �� f �r, "� , ., I� THE STATE OF TEXAS COUNTY OF DENTON � 0 �� i ll� ll� �� _... ..... � �„ ��.��"� ' �, State of Texas My ��YNxt'�� expires: �m.��n_ .... ACKNOWLEDGMENT �� u� �t��°�x��c � was ��N� �° �w�l�� s� �befor of M les��l.�� , 2014 by � „ �� a�ar��N Company, Inc., a Texas �,��•�� ^�ti��, �� c;k�a�lf'c�l��`��i�� corporation. � �, �, � �> JR � ' r �� i � i i� �� 1 �' �� ri�,�� i �r,i.ir � r �� r' d hr ,, f � d � i,,, I"I f�l J i C5 � y l� i�, ,i�uTi I,i �,i d,�R � �l i �, ,i, �, o�„«,�� .��r e� �J. ,,,�, , .a� Upon Filing Return To: The City of Denton-Engineering Attn: Paul Williamson 901-A Texas Street Denton, Texas 76209 Page 4 of 4 �'�� ° � ��. � � �� ; � � � .... .. .......... .. ��c� ��•� N� ��I�� State of Texas My ��a� ��i��ic�� expires: __ Property Tax Bills To: City of Denton Finance Department 215 E. McKinney Street Denton, Texas 76201 EXHIBIT A- to Special Warranty Deed -� rthur Surveying Co., I nc. F��ofessioaal JGaxed Susveyoxs P.O. Box 54 ^- Lewisville, Taxes 7506'7 OflFco: (972) 221-9439 --- Fax: (972) 221-4675 EXIiIBIT "A" MAYHILL ROAD PARCEL M104 0.586 Acre City of Denton, Denton County, Texas BEING all'that certain lot, tract or parcel of land situated in the Morreau Forrest Survey, Abstract Number 417, City of Denton, Denton County, Te�as, and being part of a tract of land described by deed to Miles Land Company, recorded under County Clerk's File Number 2000-3838, Real Property Records, Denton County, Texas (R.P.R.D.C.T:), and being more particulazly described as follows: BEGINNING at a 172 inch iron rod with yellow cap stamped "Arthur Surveying Cornpany" (A.S.C.) found for the northwest corner of said Miles Land Company tract and �the southwest corner of a tract of land described by deed to the City of Denton, recorded under County Clerk's File Number 97-19639, R.P.R.D.C.T., and being in Mayliill Road; THENCE North 75 degrees 28 minutes 16 seconds East, with the north line of said Miles Land Company tract and a south line of said City of Denton tract, a distance of 85.75 feet to a 1/2 inch iron rod with yellow cap stamped "A.S.C." set for corner at the beginning of a non-tangent curve to the right, having a radius of 2567.50 feet; THENCE over and across said Miles Land Company tract, with said curve to the right, having a central angle of 03 degrees 46 minutes 24 seconds, whose chord bears South 06 degrees 30 minutes 45 seconds West a distance of 169.05 feet, an arc length of 169.08 feet to a 1/2 inch iron rod with yellow cap stamped "A.S.C." set for corner; TH�NCE South 08 degrees 23 minutes 57 seconds West, over and across said Miles Land Company tract, a distance of 233.39 feet to a"PK" Nail set in asphalt for corner in the north line of a tract of land described by deed to Kukahi Corporation Solutions, Inc., recorded under Instrument Number 2009-137926, Official Public Records, Denton County, Texas; THENCE North 87 degrees 25 minutes 15 seconds West, over and across said Miles Land. Company tract and with the north line of said Kukahi Corporation tract, a distance of 46.59 feet to a"PK" Nail set in asphalt for corner in the west line of said Miles Land Company tract and the northwest corner of said Kukahi Corporation tract, and being in Mayhill Road; THENCE North 02 degrees 33 minutes 51 seconds East, with the west line of said Miles Land Company tract and in Mayhill Road, a distance of 375.62 feet to the POINT OF BEGINNII�TG and containing 0.586 acre of land, of which 0.1181ies within existing Mayhill Road. �V� w � � !"�, C1107131-15 Parcel M104 I- I 1CIC� dD rU lU 0 SCALE: 1" =100' Bearings shown hereon based on the City of Denton GIS Network. NOTES: • I.R,F. =1/2" Iron Rod Found • C.I:R.F'. = 1/2" Iron Rod Found with yellow cap stamped "Arthur Surveying Company" • I.R.S. = 1/2" Irbn Rod Set with yellow cap stamped "A.rthur Surveying Company" . All improvements not shown hereon. �� EXHIBIT B- to Special Warranty Deed � � � �. � , � . "" . New Right-of-way 0.468 ac. (20,379) Existing Implied Dedication 0.118 ac. (5,158 sq. ft.) 0.586 Acres (2s,s3� sq. ft.) �V iV �� Right-of-Way Parcel BURVaYOR8CSR77FICATION: The un0aslgued doa 6aro6y catlty Oo �5et thie e�wey wss fbls d�y mode am the groimd oPrha �arzega�rCy ��@I�r d�had �aa��raAa aw�dcf d� � end 1za �2as 5�C �1"rsy/ ��uvFwt�l� !� nrati no vlel6le dls�aiepaoolee, conHkb, �b�gee lu uaa, 6ouadary llne conflicb, enaoa�menM, ovaiapplug oF iropmve�s, earammts or righb of wayWetl Latro 6an adviead ofarctpt ae ehoav Saeon EXHIB IT "B " Mayhill Road Parcel 11�104 0.588 Acre �orreau Forreat Survey, Abstract Number 417 Cit p of ' Denton Denton Countq� Texas — 2011 — °��'" r�� t Clty of Denton C.C.j�97-19939 C.I.R.F G�� "�� "�" �. «�.�" � . 1.R.S. � \ w IP 1 1 C1 I i �� '�,� ._ � �--- � .-� �.__� ._ � �, ...µ_ � ��", � w � � C,�.�, � �,"�ie M ��" v ��t�� a��d �+��ra,�crra� � �:,c.��aq��a �hh�," �� (�r�t�dle�) � � �h�r�. +Ll �r+��z�, [.�+�, ��r. d�t��nt t��a. ��10-P�U4k� M y v * � ��irl�:..4�"� m _T."` .,.._. � , �� I �� p �� !� � � � h � �� P �� I `� i .�_ .� K� � ��° �a�ai ser � _ _ _ — _ _ � ._ �' �-� � � � 3 30' A�c�r�a ��e+�pa�aat� g�� Instr. N�. ��fJ�'P�iC��' ��N o� r Kukehi Gorporstlon 9olutions, Inc. y � Inetrwnent No, 2009-137928 d N I.R.F. � _ � ..w.�.. _„ (C.M.) �..�._�.�� n� �� ,��„A'��r��" . .�r��'.,!.�� ,.��,. � � N87°25'15"W 46:59' �� r�� 4;"� �S�a7:�"+�' R�9.Q�" ��`24" S06°30'��'�'�a' ��'.0�'° ' rthur Surveying Co., Inc. P�no�aeria�aar �ad S�,y� P.O.Hoz 64 - Lewlsvllle. Te:as 76087 Ottioe�: (972) 221-9439 Fa:: (�72) 221-%1876 Bstatbliehed 1996 • Denton County Cynthia Mitchell County Clerk Denton, TX 76202 �o zo7 a 000zassa . Instrument Number: 2014-23663 Recorded On: March 19, 2014 Parties: MILES LAND COMPANY INC To Comment: Warranty Deed Total Recording 50.00 50.00 As Warranty Deed ( 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: 2014-23663 Receipt Number: 1143859 Recorded Date/Time: March 19, 2014 03:22:30P User / Station: P Sallee - Cash Station 2 Record and Return To: TITLE RESOURCES WILL CALL DENTON TX 76202 �« � +� �g r,�,,�� r ..�� ;�i � �i�' , a ! � u� ��1u � � �� ,�..�� w �.. �.�o . �� ,. �+�-��..W�»�" THE STATE OF TEXAS } COUNTY OF DENTON } I hereby certlfy that thls Instrument was FILED In the Flle Number sequence on the date/tlma printad heron, and was duly RECORDED In the Ofllclal Records of Denton County, Texas. ��- County Clerk Denton County, Texas AFFIDAVIT OF NON PRODUCTION The State of Texas § County of Denton § ��P �a"��'w �� .��A" Before me, the undersigned authority on this day personally appeared, Michele H. Taylor, President and Boyd Taylor, Secretary of MILES LAND COMPANY, INC. a Texas corporation ("Affiant"), who first being by me duly sworn, on Affiant's oath state the following to be true and correct: 1. We, each individually named Affiant, have personal knowledge of, and am familiar with, all of that land (the "Land") described in that certain Mineral Lease described in instrument filed April 8,1955, recorded in Volume 405, Page 433, Deed Records, Denton County, Texas, 2. That, to the best of the knowledge of the undersigned, since MILES LAND COMPANY, INC. (a Texas corporation) has owned the property, there was no drilling or production on the land, the land was not pooled with other land, and there has been no payment of royalties or other amounts. There is no evidence of production of oil, gas, or other minerals on the land. AFFIANT(s) MILES LAND COMPANY, INC., A Texas corporation F�y:�....�,.�. '�:'��----- Michele H T��IW��,�� w.v.,�,,. President �� y �� . m„� � :� �� Boyd `�['�� °, ' Secretary ACKNOWLEDGEMENT The State of Texas County of Denton § This instrument was acknowledged before t��ry c�a� �.�� ,�?��l.�l� da� Michele H. Taylor, President of MILES LAND COMPANY, IN�., ��'� ��a��r�' t.�� I;ai;a�°�t.o�� ':r��M�t ��It��`�a� ��ri�� corporation. �� ' � , �1 ir � � 1�1�� " e, � �i�ur� � �(a�,�,�� i'� ; � � � �� - � �� . , �r' k � ,, , �� u, � �� ,d o,�. J o,��. e . Gr, :w The State of Texas � �� .,�« ��"��d�� " �� "�� Nt�� :��w� 1�� 1i�, State of Texas �� My C��a�a�t�i�sion Expires: ACKNOWLEDGEMENT County of Denton § ➢ �� r��1 s��r��sat w�� a� ��r��1�� la� �i:�r�•� �r�� ca�� .... � �� .._ �..� , �i"� � �� 1�� 1:3�.�yt� '1�"��r�ri�°d S�a�a°��.�r� aat'��II��;� 1.��1� C1Gb�k�1��N��"; I�G��, ew ��b�.a�� c�a��:�tz�.a�� r� ��6'��w�l� ��w�� :tti�`��'��q��. � �� , � � � � � ��,�- ��° �' u ��°•�^� Pu i�a;�� State of Texas �� « � J �`� � `'' ; My Cort�� i�n Expires: � . ,� < < t � � t,�� t ; � y �a , ,� w � r i 1 �. '� � � � �' r� r� �,�a � �...�� ' �'� o��'�� '�� ....C�a. Tnle Reeounoes ll� 525 S. L�''.��4 �te 125 Dent�n, '��X �"6205-4515 Denton County Cynthia Mitchell County Clerk Denton, TX 76202 70 201 4 00023664 Instrument Number: 2014-23664 Recorded On: March 19, 2014 Parties: MILES LAND COMPANY INC To Comment: Affidavit 34.00 Total Recording: 34.00 As Affidavit ( Parties listed above are for Clerks reference only ) ** Examined and Charged as Follows: ** Billable Pages: 3 Number of Pages: 3 ************ 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: 2014-23664 Receipt Number: 1143859 • Recorded Date/Time: March 19, 2014 03:22:30P User / Station: P Sallee - Cash Station 2 Record and Return To: TITLE RESOURCES WILL CALL DENTON TX 76202 ��" �� i�, ��ru ` ° �F �'" , p � `u � � �'�� ""�.v t�7 � �� '� � y�.<i�� :�",�" 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. �+�- County Clerk Denton County, Texas ro '°i% �oi,, � �� DATE : April 14, 2014 GF NO : 102587 .i ^ � c� � i �� y� � � �� , ,,��„ � , �y, � �� ^ ti � .� ��:�� . �� :�� . � � � i �", ��m...,� � �� '�� TO , CITY OF DENTON, TEXAS, a Texas Home Rule Municipal Corporation ATTN: LUANNE OLDHAM 901-A TEXAS STREET DENTON, Texas 76209 RE : Owner's Title Policy (Texas Form T-1) regarding the property described in the above referenced �le as M. FORREST SURVEY, Abstract #417, Tract 151B, Denton County, Texas and being commonly known as 627-631 S MAYHILL ROAD, DENTON, TEXAS 76208 ("Property"). We are pleased to enclose an Owner's Title Policy No. 103-0-102587 from TITLE RESOURCES GUARANTY COMPANY, issued in connection with the purchase of the property described in the Title Policy. The enclosed Title Policy is an important legal document, so please safeguard it with your other important papers. TITLE RESOURCES appreciates the opportunity to be of service to you and hope that you will remember us should you have a future need for the services of a title company. Please call if you have any further questions or if we can be of further assistance. Thank you again for letting TITLE RESOURCES help you with the purchase of your property. ORIGINAL DOCUMENTS ENCLOSED Gail Green Policy Processor gail@trnt.net Enclosure 525 South Loop 288 Suite #125 * Denton, Texas 76205 * Office (940} 381-1Od6 * Metro (940} 243-2913 * Fax (940) 898-0121 103-0-102587 OWNER'S POLICY OF TITLE INSURANCE (Form T-1) Issued by Title Resources Guaranty Company Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, TITLE RESOURCES GUARANTY COMPANY, a Texas corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from: (a) A defect in the Title caused by: (i) forgery, fraud, undue influence, duress, incompetency, incapacity or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed,acknowledged, notarized or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired or otherwise invalid power of attorney; (vi) a document not properly filed, recorded or indexed in the Public Records including failure to perForm those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b)The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "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. 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 Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 1/03/2014 TLTA T-1 OWNER'S POLICY (2/1/10) Policy No.: 103-0-102587 TITLE RESOURCES GUARANTY COMPANY SCHEDULE A Name and Address of Title Insurance Company: TITLE RESOURCES GUARANTY COMPANY 8111 LBJ Freeway, #1200, Dallas, TX 75251 File No.: 102587 Amount of Insurance: Date of Policy: 1. Name of Insured: $100,700.00 ""� March 19, 2014 CITY OF DENTON, TEXAS, a Texas Home Rule Municipal Corporation 2. The estate or interest in the Land that is insured by this policy is: Fee Simple 3. Title is insured as vested in: CITY OF DENTON, TEXAS, a Texas Home Rule Municipal Corporation 4. The Land referred to in this policy is described as follows: Policy No.: 103-0-102587 Premium: $1,010.85 Being a tract of land (Mayhill Road, Parcel M104, 0.586 acres) situated in the Morreau Forrest Survey Abstract No. 417, City of Denton, Denton County, Texas, and being more particularly described in E�ibit "A" and E�chibit "B" attached hereto and made a part hereof for all purposes. Note: The Company is prohibited from insuring the area or quantity of the land described herein. Any statement in the above legal description of the area or quantity of land is not a representation that such area or quantity is correct, but is made only for informational and/or identiiication purposes and does not override Item 2 of Schedule B hereof. File No.: 102587 ��ge � �fr � OS TLTA — T-1 Owner's Policy TLTA T-1 OWNER'S POLICY (2/1/10) Policy No.: 103-0-102587 TITLE RESOURCES GUARANTY COMPANY SCHEDULE B EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of the terms and conditions of the leases and easements, if any shown in Schedule A, and the following matters: 1. The follawing restrictive covenants of record itemized below (the Company must either insert specific recording data or delete this exception): Item No. 1 is hereby deleted. 2. Shortages in area. ✓ 3. Homestead or community property or survivarship rights, if any, of any spouse of any Insured. 4. Any titles or rights asserted by anyone, including but not limited to, persons, the public, corporations, governments or other entities, a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or b. to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or c. to filled-in lands, or artificial islands, or d, to statutory water rights, including riparian rights, or e. to the area extending from the line of inean law tide to the line of vegetation, or the right of access to that area or easement along and across that area. 5. Standby fees, taxes and assessments by any taxing authority for the year 2014, and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year. 6. The following matters and all terms of the documents creating or offering evidence of the matters (The Company must insert matters or delete this exception): a. Easement executed by I.D. MOORE to TEXAS POWER & LIGHT COMPANY filed June 16, 1936, recorded in Volume 257, Page 607, Deed Records of Denton County, Texas. b. Easement executed by W.T. EVERS to TEXAS POWER & LIGHT COMPANY filed September 24, 1936, recorded in Volume 259, Page 588, Deed Records of Denton County, Texas. c. Easement executed by W.T. EVERS to TEXAS POWER & LIGHT COMPANY filed December 10, 1964, recorded in Volume 516, Page 610, Deed Records af Denton County, Texas. File No.: 102587 1'�ge 2 rst 3 08 TLTA—T-1 Owner's Policy TLTA T-1 OWNER'S POLICY (2/1/l0} Palicy Na.: 103-0-102587 d. Easement executed by ANN C. STARK etal to GTE SOUTHWEST INCORPORATED filed December 1, 1993, recorded under CC# 93-R0086456, Real Property Records of Denton County, Texas. e. Terms and provisions and conditions of Easement Agreement for Access, executed by and between MILES LAND COMPANY, INC., KUKAHI CORPORATE SOLUTIONS, INC. and SHIN AI GROUP, INC., filed February 22, 2010, recorded under CC# 2010- 16096, Real Property Records of Denton County, Texas; as shown on survey dated August 10, 2012, prepared by John M. Russell, RPLS #5305. £ Undivided 1/16 interest in Oil, Gas and other Minerals reserved in deed from R.R. BRUBAKER and wife, BESS BRUBAKER to D.L. MOORE filed November 29, 1926, recorded in Volume 209, Page 171, Deed Records of Denton County, Texas. (Title to said interest not checked subsequent thereto.) g. Undivided interest in Oil, Gas and other Minerals reserved in deed from LOTTA C. CALLAHAN etal to LONE STAR GAS COMPANY filed December 16, 1966, recorded in Volume 544, Page 660, Deed Records of Denton County, Texas. (Title to said interest not checked subsequent thereto.) h. No liability is assumed by reason of fence encroachments as shown on survey dated August 10, 2012, prepared by John M. Russell, RPLS #5305. i. Mineral Estate and Interest described in instrument iiled March 19, 2014, CC# 2014-23663, Real Property Recards af Denton County, Texas. (Title to said interest not checked subsequent thereto.) j. Subject to that certain Purchase Agreement as contained in deed filed March 19, 2014, CC# 2014-23663, Real Property Records af Denton County, Texas. File No.: 102587 Page 3 of 3 08 TLTA—T-1 Owner's Policy EXH�B�T A- ta Special Warrauty Deed rthur Surv�ying Co., rne. .�.��.�.�a � p.o. eox sd -� r.awte��te, r�s �so��r om�: c�> zzi-�a�9 w g�: �� aaY.��s EXffiBrI' "A" MAYHILL R4AD PARCEL M104 p.S$6 Acre City of Deotan, Denton Couaty, Tegas BEING all"tbat certatn lot� Iract or parcal of land situeted in the Morreau Forrest 5urvey, Absttact Number 417, City of �enton, Dentan County, Te�cas, and being part of a tract of land descrihcd by deed to Miles Land Compaay, recorded under County Clerk's File Number 2000-3838, Reat 1'raperly Rocnrds, Dentoa Couaty, Tex�s (R,P.R.D.C.T.)� aad being more particulariy Qescribed as follows: BEGINNING at a ln iach iron md with yellow cap stampcd "Aithur Swrveying Cotnpany" (A.S.C.) found for the nortb.west corner of said Miles Land Company tract and �tlte southwast comer of a bract of land described by deed to the City of Dentvn� recorded wnder County Clerk's Fil�a Number 97-19639� R.P.R.D.C.T.� and being in Mayhill Raad; THENCE North 75 degrees 28 rninutes Ib seconds East, with the north line of said Miles Laxtd Company tract and a soulh lute of said City of l�onton trect, a distance of 85.75 feet to a i/2 incb iron xod with yellow cap stamped "A.S.0 °' sat for comer at the beginning of u non-tangent curve to 1he right, having a radius of 2567.50 £eet; "�"��t�� +�v�r �a�ll ��r�� i� �J1il�� .�ad +��r�� t�� r�t� ��i� �� t� tl�� r��t;, ��a�r��a� � �� a�l� �f a3 �� ra��tut�� 4 ��ra��, v�"�a��a �� b�� r�t� �� a�� itau�� ,� s��ra+� "�"��,t � ��a�� " M� ��.�� "��°� �� c p�n��;9� �f 1��,�� "��t �� a� i t� �� r�i� �m��a+� ��r ��ri �`A��.�." �� rr ��r��r� TH�NC� Sou1h a8 degr�ees 23 minuoes 57 seconds West, o�er and acros� �� Ez��,^� �.�r�� a��a� �� distence of 233.39 feet to a•'PK" Nail set in asphalt for comer in the north 1�� a�'� ��k ��'i�d �,�s�;r�b� �a� d��c� to Kukahl Cor�wration Solutions, J�nc.� reconded ander Inst�ument Number;��4�-��"�� 1 ��i� ��t��, DenWn Cotmty. Texes; THENCE North 87 degrees 25 minutes 1 S seconds Wos�, ovar and across said Miies Land. Co�pany traet artd with the north line of said Kukahi Corporation trac� a dismnce of 46.59 feti m a"PK" Nail set in asphalt for corner in tha . west line af ssid Miles Land Company tract and the northwest c�mar of s�id Kukehi Coxporarion tract, and 6eing in Mayhill Raad; 7'HLNC� NotW 02 degrees 33 miautes 51 aeconds F.ast, with We west liae of said Miles Land Company tred end in MayhiEl Rosd, a distance of 375.62 fee� a d�e ron�rr oR e�AINNYNG a�ad con�ining o.586 acre of laud� of which 0.1181iea within existing Mayhill Road. � � �: /� C1107131-13 Parcal M104 , , ... ,, . a e .. . .,�,•. >� �«��:,o,:�a:.;:�;ffia, a, . .,. .. . .. ,� . , . . . . . ¢o,..... .._ . . � _ � 1pp • SQ IOb ' �(i�i 1� ° �� Beertnge ahowa hareoa based on tho City af DoMOn dIS Network, N01'ES: . IRF. a 1!�" Iroa Rod Faund • C.I.R.1�. � 1/2" Iron Rod C�ound wiU► yctlow cap Stamped "Mhw Su�veying Compaay« • I.RS. � t/8" iron Rad Set wid� YCIIOW CBp 8�1�'Atthllt $II[VOyUIg �Ottl�lMjl" • AU impmvementa not simwn heieon, � '�� I 1 I I 1 � �1a � � � � New Right-of-way 0.46$ ac. (2U,379) Bxiatin Im licd Otdication Q.118 ac, {S,1S8 . ft.) a.ss6 �� c2s,s3� �,. �.� x�gbt o� wa3► Parcel �� - ,�wf �� , M r ° BtiRY��k'��l�x � � � � �t� af�aw �� ' �� nr r � . � �. �� E�:HIBIT "B�� Ma�hil2 Road Parcel �i 44 a o.seB Acre � Morreau Forrest �turvey� Abai,rect Number 41 �' Citp of" Denton Denton County. Tegas �,; � — 2011-- � r, ' � 8' � Q��.'/�Y7—i� Y6S9� �I.R.F �. � � w, a \ CI + ��,�1 f ��..�� ►.R.�'. � � �� ?�ad�'�r) ffidn A[ Groay� Ina , �' �� lo�trument llo. PO1a180as �� " �� 4 � � � a � � �, �� • �� ,�.��.,�.,� --- �.�..� .�e a�� t� .� .� � �. �... �. .� ' _ _ � —°- -°—__ � �� C:�� Q"�'� � ��.. �Y� 1 �� ! I ��,�--�_��_ Ku1mW Corpote!!en BoluFlons, Ina In�favta�nt Ka 2008-1379E8 � w L I�'iS�B'1b"B 8S.7S' , I.2 N87°�S'1S"W 46.59' , . ,� . �� . � �� _��:>> �� . , m � � �t� ►T� + � -..� _ � �� - T :�r.t�z� ! � rthur Surveying Co� Inc: � ��. �".+�M,��r I�14 �. �,arrl��M � ��l��^ ,,; , �� .� �� . � .�+a"�� , . � r , ��., . a . .. ., � . �� , . � � .. _. ... ... ., . ..::::-�..... .,c: a�i:: ia .... TLTA End T-19.3 MINERALS AND SURFACE DAMAGE MINERALS AND SURFACE DAMAGE ENDORSEMENT (T-19.3) ENDORSEMENT ATTACHED TO AND MADE A PART OF POLICY OF TITLE INSURANCE SERIAL NUMBER 103-0-102587 ISSUED BY TITLE RESOURCES GUARANTY COMPANY HEREIN CALLED THE COMPANY Order No.: 102587 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. Countersigned by: ,�� mm,� �� ` � � f � ,..�'°"� , � "��°1°"� ,� °,�,� �' �.��';�,µ w ... TITLE RESOURCES ........... ..�.. _�... �,..........�� ......... ....... Company . ��Ey, Sta �� TX___....__.._�___ �.�m.�m.�.��; � n__________________________________. 5 B 1 � Order Number: 102587 TLTA End T-193 Page 1 of 1 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. �, k q� � r-�� Tltle Resources Guaranty Co�npa�ey � � ,� � y: � r H � � � � `" � � '�� " �' � , , ,u� � e �,�� '�' � �".-� �'��,�" � �� u� �ttf �fa�a�tJ�V v;�N��u�� . ,„�" ° °� �' Execuli�ve Vice F�rpt!tio-clranp4 .. yx � .:�d'�,rf �" .��#'r�' .... � � � �� '°� "«M. �+n w�s v . Denton� TX 76205-4515 � ��C�� EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 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; (ii) subdivision of land; or (iii) 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. Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 1/03/2014 CONDITIONS 1. DEFINITION OF TERMS. The following terms when used in this policy mean: (a) "Amount of Insurance": the amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company or other similar legal entity. (d) "Insured": the Insured named in Schedule A. (i) The term "Insured" also includes: (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title; (1) If the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured, (2) If the grantee wholly owns the named Insured, (3) If the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or (4) If the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B), (C) and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (e) "Insured Claimant": an Insured claiming loss or damage. (� "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 Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 1/03/2014 time, of its determination as to the validity or invalidity of the Insured's claim or charge under the policy. If the Company concludes that the lien, encumbrance, adverse claim or defect is not covered by this policy, or was otherwise addressed in the closing of the transaction in connection with which this policy was issued, the Company shall specifically advise the Insured of the reasons for its determination. If the Company concludes that the lien, encumbrance, adverse claim or defect is valid, the Company shall take one of the following actions: (i) institute the necessary proceedings to clear the lien, encumbrance, adverse claim or defect from the Title as insured; (ii) indemnify the Insured as provided in this policy; (iii) upon payment of appropriate premium and charges therefore, issue to the Insured Claimant or to a subsequent owner, mortgagee or holder of the estate or interest in the Land insured by this policy, a policy of title insurance without exception for the lien, encumbrance, adverse claim or defect, said policy to be in an amount equal to the current value of the Land or, if a loan policy, the amount of the loan; (iv) indemnify another title insurance company in connection with its issuance of a policy(ies) of title insurance without exception for the lien, encumbrance, adverse claim or defect; (v) secure a release or other document discharging the lien, encumbrance, adverse claim or defect; or (vi) undertake a combination of (i) through (v) herein. 4. PROOF OF LOSS. In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS. (a) Upon written request by the Insured, and subject to the options contained in Sections 3 and 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained in Sections 3 and 7, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction and it expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE. (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 1/03/2014 information or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY. In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY. This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of: (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 3 or 5 and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10%, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees and expenses incurred in accordance with Sections 5 and 7 of these Conditions. 9. LIMITATION OF LIABILITY. (a) If the Company establishes the Title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the Land, all as insured, or takes action in accordance with Section 3 or 7, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY. All payments under this policy, except payments made for costs, attorneys' fees and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE. The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 1/03/2014 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. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim, shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy or (iv) increase the Amount of Insurance. Each Commitment, endorsement or other form, or provision in the Schedules to this policy that refers to a term defined in Section 1 of the Conditions shall be deemed to refer to the term regardless of whether the term is capitalized in the Commitment, endorsement or other form, or Schedule. Each Commitment, endorsement or other form, or provision in the Schedules that refers to the Conditions and Stipulations shall be deemed to refer to the Conditions of this policy. 16. SEVERABILITY. In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid and all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM. (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured, and in interpreting and enforcing the terms of this policy. In neither case shall the court or arbitrator Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 1/03/2014 apply its conflicts of laws principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT. Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at 8111 LBJ Freeway, Suite 1200, Dallas, Texas 75251. Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 1/03/2014 �� III� � �� II ,�° �� , N � � �� . `�'� � � � ��,�� , �u�. � IMPORTANT NOTICE To obtain information or make a complaint: You may call Title Resources Guaranty Company's toll-free telephone number for information or to make a complaint at: 1-800-526-8018 You may also write to Title Resources Guaranty Company at: Attention: Claims Department 8111 LBJ Freeway, Suite 1200 Dallas, TX 75251 You may contact the Texas Department of Insurance to obtain information on companies, coverages, rights or complaints at: 1-800-252-3439 You may write the Texas Department of Insurance: P. O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: http://www.tdi.state.tx.us E-mail: ConsumerProtection@tdi. state.tx. us PREMIUM OR CLAIM DISPUTES: Should you have a dispute concerning your premium or about a claim you should contact the company first. If the dispute is not resolved, you may contact the Texas Department of Insurance. ATTACH THIS NOTICE TO YOUR POLICY: This notice is for information only and does not become a part or condition of the attached document. 28 TAC §1.601(a)(3) AVISO IMPORTANTE Para obtener informacion o para someter una queja: Usted puede Ilamar al numero de telephono gratis de Title Resources Guaranty Company's para informacion o para someter una queja al: 1-800-526-8018 Usted tambien puede escribir a Title Resources Guaranty Company at: Attention: Claims Department 8111 LBJ Freeway, Suite 1200 Dallas, TX 75251 Puede comunicarse con el Departamento de Seguros de Texas para obtener informacion acerca de companias, coberturas, derechos o quejas al: 1-800-252-3439 Puede escribir al Departamento de Seguros de Texas: P. O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: http://www.tdi.state.tx.us E-mail: ConsumerProtection@tdi.state.tx.us DISPUTAS SOBRE PRIMAS O RECLAMOS: Si tiene una disputa concerniente a su prima o a un reclamo, debe comunicarse con la compania primero. Si no se resuelve la disputa, puede entonces comunicarse con el departamento (TDI). UNA ESTE AVISO A SU POLIZA: Este aviso es solo para proposito de informacion y no se convierte en parte o condicion del documento adjunto. FT (6/2001) File No.: 102587 TITLE RESOURCES, LLC Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm-Leach-Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of TITLE RESOURCES, LLC. ("TITLE RESOURCES"). We may collect nonpublic personal information about you from the following sources: • Information we receive from you, such as on applications or other forms. • Information about your transactions we secure from our files, or from our affiliates or others. • Information we receive from a consumer-reporting agency. • Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: • Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. • Non-financial companies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. FT (6/2001) File No. 102587 TITLE RESOURCES GUARANTY COMPANY Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm-Leach-Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of. We may collect nonpublic personal information about you from the following sources: • Information we receive from you, such as on applications or other forms. • Information about your transactions we secure from our files, or from our affiliates or others. • Information we receive from a consumer reporting agency. • Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: • Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. • Non-financial companies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. G.F. Number 102587 IMPORTANT NOTICE To obtain information or make a complaint: 1. You may contact your title insurance agent at (940) 381-1006. 2. You may call TITLE RESOURCES GUARANTY COMPANY's toll-free telephone number for information or to make a complaint: (insert underwriter information). 3. You may also write to TITLE RESOURCES GUARANTY COMPANY at (insert underwriter information). 4. You may contact the Texas Department of Insurance to obtain information on companies, coverages, rights or complaints at 1-800-252-3439. 5. You may write the Texas Department of Insurance, P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: http://www.tdi.state.tx.us E-mail: ConsumerProtection@.tdi.state.tx.us PREMIUM OR CLAIM DISPUTES: Should you have a dispute concerning your premium or about a claim you should contact the title insurance agent first. If the dispute is not resolved, you may contact the Texas Department of Insurance. ATTACH THIS NOTICE TO YOUR POLICY: This notice is for information only and does not become a part or condition of the attached document. AVISO IMPORTANTE Para obtener informacion o para someter una queja: 1. Puede comunicarse con su agente de seguro de titulo al (940) 381-1006. 2. Usted puede Ilamar al numero de telefono gratis de TITLE RESOURCES GUARANTY COMPANY's para informacion o para someter una queja al (insert underwriter information). 3. Usted tambien puede escribir a TITLE RESOURCES GUARANTY COMPANY: (insert underwriter information). 4. Puede comunicarse con el Departamento de Seguros de Texas para obtener informacion acerca de companias, coberturas, derechos o quejas al: 1-800-252-3439 5. Puede escribir al Departamento de Seguros de Texas: P.O. Box 149104 Austin, TX 78714-9104 Fax: (512) 475-1771 Web: http://www.tdi.state.tx.us E-mail: ConsumerProtection@tdi.state.tx.us DISPUTAS SOBRE PRIMAS O RECLAMOS: Si tiene una disputa concerniente a su prima o a un reclamo, debe comunicarse con el agente de seguro de titulo primero. Si no se resuelve la disputa, puede entonces comunicarse con el departamento (TDI). UNA ESTE AVISO A SU POLIZA: Este aviso es solo para proposito de informacion y no se convierte en parte o condicion del documento adjunto . (i)