2015-220ORDINANCE NO. ZO 1 S-��O
AN ORDINANCE AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO
EXECUTE A CONTRACT OF SALE BETWEEN THE CITY OF DENTON, TEXAS
("CITY"), AS BUYER, AND PRESCOTT INTERESTS, LTD., A TEXAS LIMITED
PART'NERSHIP ("OWNER"), AS SELLER, TO ACQUIRE FEE TITLE TO AN
APPROXIMATE 10.720 ACRE TRACT SITUATED IN THE R.B. LONGBOTTOM
SURVEY, ABSTRACT NO. 775, AND THE CASWEL CARTER SURVEY, ABSTRACT NO.
275, LOCATED 1N THE CITY OF DENTON, DENTON COUNTY, TEXAS, AND MORE
PARTICULARLY DESCRIBED ON EXHIBIT "A", AND LOCATED GENEF�ALLY ON,
AND NORTH OF, THE 2900 TO 3000 BLOCK OF E. UNIVERSITY DR., ("PROPERTY
INTEREST") FOR THE PURCHASE PRICE OF ONE MILLION AND SEVEN HUNDRED
THOUSAND DOLLARS AND NO CENTS ($1,700,000.00), AND OTHER
CONSIDER.ATION, AS PRESCRIBED IN THE CONTRACT OF SALE ("AGREEMENT");
AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, the City of Denton ("City") made an offer to Arescott Interests, Ltd, a Texas
limited partnership ("Owner"), to purchase the Property Interest;
WHEREAS, the Owner has made a counteroffer to the offer of the City;
WHEREAS, tlie 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 ORDAINS:
SECTION 1. The City Manager, or his designee, is authorized (a) to execute on behalf
of the City (i) the Contract of Sale, between the City and Owner, in the form attached hereto and
made a part hereof as Exhibit "A", with a purchase price of $1,700,000.00 and other
consideration, plus costs and expenses, all 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.
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By:
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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 27th day of July, 2015, between
the Seller, Prescott Interests, Ltd., a Texas limited partnership, and the Buyer, the City of
Denton, Texas, a Texas home rule municipal corporation. The "Effective Date" of this
Contract is the date of execution of the same by the Buyer.
RECITALS
WHEREAS, the Seller owns that certain tract of land being more particularly
described on Exhibits "A" and "B" attached, and visually depicted in the attached
Exhibit "C", being located in Denton County, Texas (the "Land"); and
WHEREAS, the Seller wants to sell to the Buyer, and the Buyer wants to buy from the
Seller, the Land, together with:
(a) all rights, privileges, and appurtenances pertaining to the Land owned by the
Seller, including but not limited to all trees, timber rights and contracts for cutting timber,
water rights, claims and permits, adjacent streets, and easements and rights of way;
(b) all intangible property, if any, owned by the Seller and pertaining to the Land
or the use of the Land, including, but not limited to, all present and future use of wastewater,
wastewater capacity, drainage, drainage capacity, water, water capacity, or other utility
facilities directly attributable to the Land;
(c) all reservations of, commitments for, and letters covering utility capacity
owned by the Seller and pertaining to the Land, whether or not they are currently being used
to the fullest extent available;
(d) all of the
the bed of any stream,
portion of the Land;
Contract of Sale
Page 1 of 19
Seller's right, title, and interest and estates in any land lying within
river, lake, or other waterway or body of water on or crossing that
(e) all of the Seller's right, title, and interest and estates in any land within any
easement or right of way or under any bed of any road or highway, whether open or proposed
on or crossing that portion of the Land;
( fl all of the Seller's right, title, and interest and estates in any excess land,
vacancies, and strips and gores of land, if any, between that portion of the Land, and any
adjoining real properties belonging to third parties.
(Collectively, the Land and above items described in (a) through ( fl above are referred to in
this Contract as the "Property"). Notwithstanding the foregoing or anything else to the
contrary contained in this Contract, the Property does not include any of the oil, gas and other
minerals underlying or which are part of the Land.
ARTICLE I
SALE OF PROPERTY
For the consideration set forth, and upon the terms, conditions and provisions contained, the
Seller agrees to sell and convey to the Buyer, and the Buyer agrees to purchase from the
Seller, the Property.
ARTICLE II
PURCHASE PRiCE AND EARNEST MONEY
2.1 Purchase Price. The Purchase Price to be paid to the Seller by the Buyer for the
Property is the sum of One Million and Seven Hundred Thousand Dollars ($1,700,000.00)
(the "Purchase Price").
2.2 Earnest Money. The Buyer shall deposit the sum of Five Thousand Dollars
($5,000.00), as Earnest Money with Title Resources, 525 South Loop 288, Suite 125, Denton,
Texas (940) 381-1006 ("Title Company"), as escrow agent, within ten (10) calendar days of
the Effective Date. 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 is consummated in accordance with
the terms and the provisions of this Contract, the Earnest Money, together with all interest
earned thereon, shall be applied to the Purchase Price at the 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.
2.3 Independent Contract Consideration. Within ten (10) calendar days after the
Effective Date, the Buyer shall deliver to the Title Company, payable to and for the benefit of
the Seller (which shall be immediately delivered by the Title Company to the Seller for
deposit in the Seller's account), a check in the amount of One Hundred and No/100 Dollars
($100.00) (the "Independent Contract Consideration"), which amount the parties
Contract of Sale
Page 2 of 19
acknowledge and agree has been bargained for and agreed to as consideration for the Seller's
execution and delivery of this 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 the Seller notwithstanding any other provision of
this Contract.
ARTICLE III
TITLE AND SURVEY
3.1 Title Commitment.
(a) Within seven (7) calendar days after the Survey has been furnished to the Title
Company, the Title Company shall furnish to the Buyer a current Commitment for
Title Insurance (the "Title Commitment") for the Property. 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 as an "Exception").
(b) Along with the Title Commitment, the Title Company also shall deliver to the Buyer
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 the Closing.
3.2 Survey. Within forty-five (45) calendar days after the Effective Date, the Buyer shall
cause to be delivered to the Seller and the Title Company, at the Buyer's expense, both a
"pdf' (Adobe Acrobat) electronic version and a full-sized (24" x 36") paper version of a
current land title survey of the Property (the "Survey"), dated and certified on a date after the
Effective Date, meeting the current Minimum Standard Detail Requirements for
ALTA/ACSM Land Title Surveys, certified to the Seller, the Buyer and the Title Company
and prepared by a Texas registered professional land surveyor approved by the Seller (which
approval shall not be unreasonably withheld, conditioned or delayed), which shall contain a
metes and bounds description of the Property and which shall certify the number of acres and
square feet contained within the boundaries of the Property. After the Survey has been
approved by the Seller, the Buyer and the Title Company, the legal description contained on
the Survey shall be used in the documents employed to close this Contract.
3.3 Review of Title Commitment, Survey and Exception Documents. The Buyer shall
have a period of ten (10) calendar days (the "Title Review Period") commencing with the day
the Buyer receives the last of the Title Commitment, the Survey, and the Exception
Contract of Sale
Page 3 of 19
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Documents, in which to give written notice to the Seller, specifying the 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 satisiied at or prior to the Closing, shall be deemed to be Objections
without any action by the Buyer.
3.4 The Seller's Obligation to Cure; the Buyer's Right to Terminate. The Seller shall,
within ten (10) calendar days after the Seller is provided any notice of Objections (the "Cure
Period"), either satisfy the Objections at the Seller's sole cost and expense or notify the Buyer
in writing of the Objections that the Seller cannot or will not satisfy at the Seller's expense.
Notwithstanding the foregoing sentence, the Seller shall, in any event, be obligated to cure
those Objections or Exceptions that have been voluntarily placed on or against the Property by
the Seller after the Effective Date. If the Seller fails or refuses to satisfy any Objections that
the Seller is not obligated to cure within the Cure Period, then the Buyer has the option of
either:
(a) waiving the unsatisfied Objections by, and only by, notice in writing to the Seller prior
to the Closing, in which event those Objections shall become Permitted Exceptions, or
(b) terminating this Contract by notice in writing prior to the Closing and receiving back
the Earnest Money, in which latter event the Seller and the Buyer shall have no further
obligations, one to the other, with respect to the subject matter of this Contract except
for those obligations which survive the termination of this Contract.
If the Buyer does deliver a written notice to the Seller pursuant to clause (a) or (b) of this
Section 3.4 within seven (7) calendar days after the end of the Cure Period, then this Contract
shall be deemed terminated pursuant to clause (b) of this Section 3.4.
3.5 Permitted Exceptions. As used in this Contract, the term "Permitted Exceptions"
means the lien for property taxes for the year of the Closing and all typed (not printed)
exceptions contained in Schedule B of the version of the Title Commitment outstanding at the
end of the Cure Period.
3.6 Title Policy. At the Closing, the Seller, at the Buyer's sole cost and expense, shall
cause a standard Texas Owner's Policy of Title Insurance ("Title Policy") to be furnished to
the Buyer. The Title Policy shall be issued by the Title Company, in the amount of the
Purchase Price and insuring that the Buyer has indefeasible fee simple title to the Property,
subject only to the standard exclusions from coverage, the standard conditions and
stipulations, the standard printed exceptions and the Permitted Exceptions. The Title Policy
may contain only the standard exclusions from coverage, the standard conditions and
stipulations, the standard printed exceptions and the Permitted Exceptions and shall contain no
other exceptions to title, with the standard printed or common exceptions amended or deleted
as follows:
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(a) survey exception must be amended if required by the 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 the 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" (the Buyer will pay
any charge of the Title Company for any inspection required by the Title Company to
delete this exception); and
(d) no liens will be shown on Schedule B(except for the inchoate lien for property taxes
not yet due and payable).
Notwithstanding the enumeration of the foregoing exceptions, amendments and/or deletions,
the Buyer may object to any Exception the Buyer deems material, in the Buyer's sole
discretion.
ARTICLE IV
FEASIBILITY REVIEW PERIOD
4.1 Review Period. Any term or provision of this Contract notwithstanding, the
obligations of the Buyer speciiied in this Contract are wholly conditioned on the Buyer's
having determined, in the Buyer's sole and absolute discretion, during the period commencing
with the Effective Date of this Contract and ending sixty (60) calendar days thereafter (the
"Absolute Review Period"), based on such tests, examinations, studies, investigations and
inspections of the Property 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 the Buyer's sole cost, that the Buyer finds the Property suitable for
the Buyer's purposes. The 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 the Buyer determines, in its sole
judgment, that the Property is not suitable, for any reason, for the 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 the Buyer, and neither the Buyer nor the
Seller shall have any further duties or obligations hereunder. In the event the Buyer elects to
terminate this Contract pursuant to the terms of this Article IV, Section 4.1, the Buyer will
provide to the Seller copies of (i) any and all non-confidential and non-privileged reports and
studies obtained by the Buyer during the Absolute Review Period; and (ii) the Survey. If this
Contract does not close for any reason (other than the Seller's default under this Contract), the
Buyer agrees to provide to the Seller (for no charge to the Seller) a copy of each written test, a
Contract of Sale
Page 5 of 19 �
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"dwg" (AutoCAD electronic) version of the survey, procedure, study, report or investigation
prepared by third parties for the Buyer which deal with physical conditions at the Property,
including environmental conditions.
4.2 Repair/Restoration. It is understood and agreed that all entries upon the Property and
all inspections, tests, surveys, procedures, studies or investigations performed upon the
Property by the Buyer or any employees, contractors or consultants of the Buyer (together,
"Consultants") shall be made and performed in a manner reasonably calculated to minimize
damage to the Property therefrom to the extent feasible. All inspections, tests, surveys,
procedures, studies, investigations and other actions or omissions of the Buyer or of any
Consultants in, on, under or about the Property are made, taken or omitted at the sole risk, cost
and expense of the Buyer. All costs or charges incurred or made in connection with all
inspections, tests, surveys, procedures, studies or investigations in, on, under or about the
Property made by or on behalf of the Buyer shall be the sole responsibility of and be paid for
by the Buyer. In the event of the recordation of any affidavit or claim of lien against the
Property for materials, labar or services relating to any inspections, tests, surveys, procedures,
studies or investigations in, on, under or about the Property made by or on behalf of the
Buyer, the Buyer promptly shall satisfy and discharge the same at the Buyer's sole cost and
expense. If this Contract does not close for any reason, the Buyer at the Buyer's sole risk, cost
and expense promptly shall repair in a good, workmanlike manner any damage to the Property
arising or resulting from all actions or omissions by the Buyer or by any Consultants and
restore the Property to the condition existing on the date immediately prior to the occurrence
of such damage. If the Buyer fails to satisfy and discharge any affidavit or claim of lien
recorded against the Property or to repair and restore any damage to the Property as required
hereinabove within 15 calendar days after the Seller demands that the Buyer do so, the Seller
may do so, and all reasonable sums expended by the Seller in so doing (including, without
limitation, reasonable attorneys' fees, attorneys' disbursements and court costs), plus, interest
thereon at a per annum rate equal to the lesser of the maximum non-usurious contractual
interest rate or 10% from the date such sums were expended by the Seller until the date of
repayment by the Buyer, shall be due and payable to the Seller by the Buyer upon demand.
4.3. As Is Sale/Limited Warranties and Representations. AS A MATERIAL
1NDUCEMENT TO THE SELLER TO ENTER 1NT0 THIS CONTRACT AND TO SELL
THE PROPERTY TO THE BUYER, THE BUYER HEREBY ACKNOWLEDGES AND
AGREES THAT: (I) THE BUYER IS PURCHASING THE PROPERTY IN "AS IS,
WHERE IS CONDITION, WITH ALL FAULTS"; (II) THE BUYER IS PURCHASING THE
PROPERTY SUBJECT TO ALL EXISTING LAWS, STATUTES, ORDINANCES, CODES,
RULES AND REGULATIONS, AND THE BUYER SHALL BE RESPONSIBLE FOR THE
PAYMENT OF ALL CONNECTION CHARGES, PRO RATA FEES, DEVELOPER
LIABILITY PAYMENTS, FACILITIES FEES, PARK FEES AND LIKE CHARGES, FEES
AND PAYMENTS REQUIRED 1N CONNECTION WITH THE UTILIZATION OF
UTILITIES, ROADS OR OTHER SIMILAR IMPROVEMENTS TO SERVE THE
PROPERTY AND/OR ANY IMPROVEMENTS EXISTING OR HEREAFTER
CONSTRUCTED OR PLACED THEREON; (III) EXCEPT AS EXPRESSLY SET FORTH
Contract of Sale
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1N SECTION 5.1 HEREOF AND EXCEPT FOR THE SPECIAL WARRANTY OF TITLE
CONTAINED 1N THE DEED, NEITHER THE SELLER NOR ANY PARTY
REPRESENTING THE SELLER HAS MADE ANY WARRANTY OR REPRESENTATION
TO THE BUYER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO
THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR
REPRESENTATIONS CONCERNING HABITABILITY, SUITABILITY,
MERCHANTABILITY, WORKMANSHIP, ENVIRONMENTAL CONDITIONS, 1NCOME
TO BE DERIVED FROM THE PROPERTY, EXPENSES TO BE 1NCURRED 1N
CONNECTION WITH THE PROPERTY, ZONING, BUILDING CODE, PLATTING,
SUBDIVISION, ACCESS, AVAILABILITY OF UTILITIES OR COMPLIANCE WITH
ANY LAWS, STATUTES, ORDINANCES, CODES, RULES OR REGULATIONS; AND
(N) EXCEPT FOR THE EXPRESS WARRANTIES AND REPRESENTATIONS
CONTAINED IN SECTION 5.1 HEREOF AND THE SPECIAL WARRANTY OF TITLE
CONTAINED 1N THE DEED, THE BUYER WILL NOT RELY ON ANY WARRANTY
OR REPRESENTATION, EXPRESS OR IMPLIED, ORAL OR WRITTEN, OF THE
SELLER OR ANY PARTY REPRESENTING THE SELLER BUT INSTEAD WILL RELY
ON THE BUYER'S AND ANY CONSULTANT(S)' 1NSPECTIONS, TESTS, SURVEYS,
PROCEDURES AND 1NVESTIGATIONS OF THE PROPERTY. THE BUYER FURTHER
ACKNOWLEDGES AND AGREES THAT ANY REPORTS, AUDITS, ASSESSMENTS,
STUDIES OR OTHER INFORMATION WITH RESPECT OR PERTAINING TO THE
PROPERTY FURNISHED TO THE BUYER BY THE SELLER (INCLUDING, WITHOUT
LIMITATION, ANY ENVIRONMENTAL REPORTS AND ANY ENGINEERING
REPORTS) OR BY ANY PARTY REPRESENTING THE SELLER HAVE BEEN
PROVIDED BY THE SELLER TO THE BUYER WITHOUT ANY WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, ORAL OR WRITTEN, CONCERNING
THE ADEQUACY OR THE ACCURACY THEREOF AND THAT THE BUYER WILL
NOT RELY THEREON BUT 1NSTEAD WILL RELY ON THE BUYER'S OR ON THE
APPLICABLE CONSULTANT(S)' INVESTIGATIONS OF THE PROPERTY TO
DETERMINE WHETHER THE PROPERTY IS 1N A CONDITION SATISFACTORY TO
THE BUYER AND WHETHER THE PROPERTY IS SUITABLE FOR THE BUYER' S
1NTENDED USE.
4.4. WAIVERS OF CONSUMER RIGHTS. THE BUYER WARRANTS AND
REPRESENTS TO THE SELLER THAT THE BUYER HAS KNOWLEDGE AND
EXPERIENCE 1N FINANCIAL AND BUSINESS MATTERS THAT ENABLE THE
BUYER TO EVALUATE THE MERITS AND RISKS OF THE TRANSACTION
CONTEMPLATED BY THIS CONTRACT. FURTHER, THE BUYER ACKNOWLEDGES
THAT THE BUYER IS NOT IN A DISPARATE BARGAINING POSITION RELATIVE
TO THE SELLER WITH RESPECT TO THIS CONTRACT. ALSO, THE BUYER
ACKNOWLEDGES THAT THE BUYER HAS BEEN REPRESENTED 1N CONNECTION
WITH THIS CONTRACT BY 1NDEPENDENT LEGAL COUNSEL SELECTED BY THE
BUYER AND THAT THE WAIVERS CONTAINED 1N THIS SUBPARAGRAPH ARE
BE1NG VOLUNTARILY MADE BY THE BUYER AFTER CONSULTATION WITH
SUCH LEGAL COUNSEL. TO THE EXTENT APPLICABLE AND PERMITTED BY
Contract of Sale
Page 7 of 19 a. 1
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LAW (AND WITHOUT ADMITTING SUCH APPLICABILITY), THE BUYER HEREBY
WAIVES THE PROVISIONS OF THE TEXAS DECEPTIVE TRADE PRACTICES
CONSUMER PROTECTION ACT, CHAPTER 17, SUBCHAPTER E, SECTION 17.41
THROUGH 17.926, 1NCLUSIVE..
4.5. Survival. Notwithstanding anything to the contrary contained in this Contract, the
provisions contained in this Article IV shall survive any termination of this Contract, the
delivery of the Deed and the Closing.
ARTICLE V
REPRESENTATIONS. WARRANTIES. COVENANTS AND AGREEMENTS
5.1 Representations and Warranties of the Seller. To induce the Buyer to enter into
this Contract and consummate the sale and purchase of the Property in accordance with the
terms and provisions herewith, the Seller represents and warrants to the Buyer as of the
Effective Date and as of the Closing Date, except where specific reference is made to another
date, that:
(a) Except for the Permitted Exceptions, the Seller is not aware of any party's in
possession of any part of the Property or claiming any adverse possession to any part
of the Property.
(b) Except for the Permitted Exceptions, the Seller has not granted any license, lease or
other right related to the use or possession of the Property (the Seller hereby discloses
to the Buyer that the billboard on a portion of the Property has been leased to Clear
Channel and that such lease will be a Permitted Exception).
(c) The Seller has the full right, power, and authority to sell and convey the Property as
provided in this Contract and to carry out the Seller's obligations hereunder.
(d) Except for a potential condemnation of the Property by the Buyer, 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 the Property.
(e) The Seller will not enter into any contract or agreement prior to the Closing Date
which could give rise to mechanic's, materialman's, or other liens against the Property
other than work or materials to which the Buyer has given its consent in writing.
(� The 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.
(g) Except as described in the environmental reports provided by the Seller to the Buyer,
the Seller is not aware of the disposal or release of any Hazardous Substance to, on or
from the Property. As used in this Contract, "Hazardous Substance" means and
includes all hazardous and toxic substances, waste or materials, chemicals, and any
pollutant or contaminant, including without limitation, PCB's, asbestos,
asbestos-containing material, petroleum products and raw materials, that are included
under or regulated by any Environmental Law or that would or may pose a health,
safety or environmental hazard. As used in this Contract, "Environmental Law"
means and includes all federal, state, and local statutes, ordinances, regulations and
rules presently in force or hereafter enacted relating to environmental quality,
contamination, and clean-up of Hazardous Substances, including without limitation,
the Comprehensive Environmental Response, Compensation and Liability Act (42
U.S.C. 9601, et seq.), as amended by the Superfund Amendments and Reauthorization
Act of 1986, the Resource Conservation and Recovery Act (42 U.S.C. 6901, et seq.),
as amended, Toxic Substance Control Act, 15 U.S.C. 2601, et seq., and state superlien
and environmental clean-up statutes and all rules and regulations presently or hereafter
promulgated under or related to said statutes, as amended.
(h) The only lease affecting the Property is a billboard lease. The Seller has provided the
Buyer with a copy of such billboard lease which shall be assigned by the Seller to the
Buyer at the Closing.
(i) The Seller is not a"foreign person" as deiined in Section 1445 of the Internal Revenue
Code of 1986, as amended.
5.2 Covenants and Agreements of the Seller. The Seller covenants and agrees with the
Buyer as follows:
(a) Unless stated otherwise, within ten (10) calendar days after the Effective Date, the
Seller, at the Seller's sole cost and expense, shall deliver to the 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, the Seller shall provide to the 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 (the "Leases").
(ii) All environmental audits, soil tests and engineering and feasibility reports,
including any and all modifications, supplements and amendments, with respect to the
Property that the Seller possesses or has the right to receive.
(b) From the Effective Date until the date of the Closing or earlier termination of this
Contract, the 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
would be binding on the Buyer or the Property after the date of the Closing.
(ii) Advise the Buyer promptly of any litigation, arbitration, or administrative
hearing concerning or affecting the Property.
(iii) Not take, or omit to take, any action that would result in a violation of the
representations, warranties, covenants, and agreements of the 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) The Seller shall indemnify and hold the 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 with the
Seller arising or entered into prior to the Closing.
5.3 Incorrect Warranties and Representations. If, prior to the Closing, either the Seller
or the Buyer discovers that any of the warranties and representations contained in Section 5.1
are incorrect, the applicable party promptly shall notify the other party in writing of the facts
or circumstances making the applicable warranty and representation incorrect. If prior to the
Closing the Buyer discovers that any of the warranties and representations contained in
Section 5.1 are incorrect and fails to notify the Seller thereof in writing, then as of the Closing,
the Buyer conclusively and irrevocably shall be deemed to have accepted the facts or
circumstances making the applicable warranty and representation incorrect and to have
waived and released all claims against the Seller for breach of the applicable warranty and
representation. If the Seller notifies the Buyer in writing prior to the Closing or if the Buyer
discovers prior to the Closing that any of the warranties and representations contained in
Section 5.1 are incorrect, the Buyer, as the Buyer's sole and exclusive remedy, shall have the
right to terminate this Contract by delivering written notice of such election to the Seller prior
to the Closing, in which event, the Earnest Money shall be returned to the Buyer by the Title
Company, and all duties, obligations, agreements and liabilities of the Seller and the Buyer
hereunder shall terminate except those duties and obligations which survive the termination of
this Contract. Notwithstanding the preceding sentence, if any warranty or representation
contained in Section 5.1 was known by the Seller to be untrue or incorrect on the Effective
Date or is made untrue or incorrect by affrmative actions or omissions taken by the Seller
after the Effective Date and the Buyer elects to terminate this Contract pursuant to the
preceding sentence, the Seller shall pay to the Buyer the Pursuit Cost Payment in addition to
the refund of the Earnest Money to the Buyer. As used in this Contract, the term "Pursuit
M:�� l,.....
�...... � �,
Cost Payment" shall mean the lesser of (x) the actual out-of-pocket fees, costs and expenses
paid by the Buyer to third parties in connection with the negotiation of this Contract and
performing due diligence in connection with this Contract; or (y) $5,000. If the Seller
promptly notifies the Buyer in writing prior to the Closing or if the Buyer discovers prior to
the Closing that any of the warranties and representations contained in Section 5.1 are
incorrect and the Buyer does not elect to terminate this Contract, the Buyer conclusively and
irrevocably shall be deemed to have accepted the facts or circumstances making the applicable
warranty and representation incorrect and to have waived and released all claims against the
Seller with respect thereto, including, without limitation, all claims for breach of the
applicable warranty and representation.
5.4 Survival Beyond the Closing. Notwithstanding anything to the contrary contained in
this Contract, the representations, warranties, covenants and agreements of the Seller
contained in this Contract shall survive the Closing, and shall not, in any circumstance, be
merged with the Deed.
�►1 ��_ �. . • �—� - � � . � CU'
6.1 Performance of the Seller's Obligations. The Buyer is not obligated to perform
under this Contract unless, within the designated time periods, the Seller has performed,
furnished, or caused to be furnished to the Buyer all items required to be so performed or
furnished under other sections of this Contract.
6.2 Breach of the Seller's Representations, Warranties, Covenants and Agreements.
The Buyer is not obligated to perform under this Contract unless all representations,
warranties, covenants and agreements of the Seller contained in this Contract are true and
correct in all material respects or have been performed in all material respects, as applicable,
as of the Closing Date, except where speciiic reference is made to another date.
6.3 Adverse Change. The Buyer is not obligated to perform under this Contract, if on the
date of the Closing, any portion of the Property has been condemned by an entity other than
the Buyer, or is the subject of condemnation, eminent domain, or other material proceeding
initiated by an entity other than the Buyer, or the Property, or any part thereof, has been
materially and adversely impaired in any manner.
6.4 Review Period. The Buyer is not obligated to perform under this Contract if the Buyer
delivers notice to the Seller pursuant to Article IV, Section 4.1 that the Buyer has determined
that the Property is unsuitable to or for the Buyer's purposes.
6.5 The Buyer's Right to Waive Conditions Precedent. Notwithstanding anything
contained in this Contract to the contrary, the Buyer may, at the Buyer's option, elect to waive
any of the conditions precedent to the performance of the Buyer's obligations under this
Contract of Sale
Page 11 of 19
Contract by giving to the Seller, at any time prior to the Closing, a written waiver specifying
the waived condition precedent.
6.6 The Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any
of the conditions precedent to the performance of the Buyer's obligations under this Contract
have not been satisfied by the Seller or waived by the Buyer, the Buyer may, by giving written
notice to the Seller, terminate this Contract. On the Buyer's termination, the Earnest Money
shall be immediately returned to the Buyer by the Title Company. The Seller shall, on written
request from the Buyer, promptly issue the instructions necessary to instruct the Title
Company to return to the Buyer the Earnest Money and, thereafter, except as otherwise
provided in this Contract, the Buyer and the Seller shall have no further obligations under this
Contract, one to the other.
ARTICLE VII
CLOSING
7.1 Date and Place of the Closing. The Closing 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 shall be on or before 5:00 p.m. seventy five (75)
calendar days after the Effective Date, unless otherwise mutually agreed upon by the Buyer
and the Seller.
7.2 Items to be Delivered at the Closing.
(a) The Seller. At the Closing, the Seller shall deliver or cause to be delivered to the
Buyer or the Title Company, at the expense of the party designated, the following
items:
(i) The Title Policy, in the form specified in Article III, Section 3.6;
(ii) The Special Warranty Deed (the "Deed"), substantially in the form as attached
as Attachment "1", subject only to the Permitted Exceptions, if any, duly executed by
the Seller and acknowledged;
(iii) Evidence of the Seller's authority to close this transaction; and
(iv) Other items reasonably requested by the Title Company as administrative
requirements for consummating the Closing.
(b) The Buver. At the Closing, the Buyer shall deliver to the Seller or the Title Company,
the following items:
(i) The sum required by Article II, Section 2.1, less the Earnest Money and
interest earned thereon, which shall be credited by the Title Company to the payment
Contract of Sale
Page 12 of 19
of the Purchase Price, in the form of a check or cashier's check or other immediately
available funds;
(ii) Other items reasonably requested by the Title Company as administrative
requirements for consummating the Closing.
7.3 Adjustments at the Closing. Notwithstanding anything to the contrary contained in
this Contract and without limiting the application of the provisions of Section 5.4 above, the
provisions of this Article VII, Section 7.3 shall survive the Closing. Any unpaid ad valorem
taxes levied or assessed against the Property for any period prior to the year in which the
Closing occurs shall be paid by the Seller prior to or at the Closing. Ad valorem taxes relating
to the Property for the calendar year in which the Closing shall occur shall be prorated
between the Seller and the 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 the 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 the Closing shall occur is known, the Seller and
the Buyer shall readjust in cash the amount of taxes to be paid by each party with the result
that the Seller shall pay for those taxes attributable to the period of time prior to the Closing
Date (including, but not limited to, subsequent assessments for prior years due to change of
land usage or ownership occurring prior to the date of the Closing) and the Buyer shall pay for
those taxes attributable to the period of time commencing with the Closing Date.
7.4 Possession at the Closing. Possession of the Property shall be delivered to the Buyer
at the Closing, subject to the Permitted Exceptions.
7.5 Costs of the Closing. Each party is responsible for paying the legal fees of its
counsel, in negotiating, preparing, and closing the transaction contemplated by this Contract.
The Buyer will be responsible for paying fees, costs and expenses for the closing of this
transachon.
ARTICLE VIII
DEFAULTS AND REMEDIES
8.1 The Seller's Defaults and the Buyer's Remedies.
(a) The Seller's Defaults. the Seller is in default under this Contract on the occurrence of
any one or more of the following events:
(i) Any of the Seller's warranties or representations contained in this Contract are
untrue in any material respect on the Closing Date; or
� ��I
E. . y ........
(ii) The Seller fails to meet, comply with or materially perform any covenant,
agreement, condition precedent or obligation on the Seller's part required within the
time limits and in the manner required in this Contract; or
(iii) The Seller fails to deliver at the Closing, the items speciiied in Article VII,
Section 7.2(a) of this Contract for any reason other than a default by the Buyer or
termination of this Contract by the Buyer pursuant to the terms hereof prior to the
Closing.
(b) The Buyer's Remedies. If the Seller is in default under this Contract, the Buyer as the
Buyer's sole and exclusive remedies for the default, may, at the Buyer's sole option,
do any of the following:
(i) Terminate this Contract by written notice delivered to the Seller in which event
the Buyer shall be entitled to a return of the Earnest Money, and the Seller shall,
promptly on written request from the Buyer, execute and deliver any documents
necessary to cause the Title Company to return to the Buyer the Earnest Money; and
(ii) Enforce specific performance of this Contract against the Seller, requiring the
Seller to convey the Property to the Buyer subject to no liens, encumbrances,
exceptions, and conditions other than those shown on the Title Commitment,
whereupon the 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 the Seller's representations, warranties and
obligations that are not waived by the Buyer by its acceptance of the Seller's title.
8.2 The Buyer's Default and the Seller's Remedies.
(a) The Buyer's Default. the Buyer is in default under this Contract if the Buyer fails to
deliver at the Closing, the items speciiied in Article VII, Section 7.2(b) of this
Contract for any reason other than a default by the Seller under this Contract or
termination of this Contract by the Buyer pursuant to the terms hereof prior to the
Closing.
(b) The Seller's Remedy. If the Buyer is in default under this Contract, the Seller, as the
Seller's sole and exclusive remedies for the default, may, at the Seller's sole option, do
either one of the following:
(i) Terminate this Contract by written notice delivered to the Buyer in which event
the Seller shall be entitled to a return of the Earnest Money, and the Buyer shall,
promptly on written request from the Seller, execute and deliver any documents
necessary to cause the Title Company to return to the Seller the Earnest Money; or
(ii) Enforce specific performance of this Contract against the Buyer,.
ARTICLE IX
MISCELLANEOUS
9.1 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, 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:
Mr. John K. Pearcy
Prescott Interests, Ltd.
7979 Inwood Rd., Suite 225
Dallas, Texas 75209-3376
Fax (214) 350-9977
Copies to:
For the Seller:
Richard M. Dooley
Dooley & Assoc.
11882 Greenville Ave., Suite
Dallas, Texas 75243-3567
Fax (214) 750-5141
BUYER:
City of Denton
Paul Williamson
Real Estate and Capital Support
901-A Texas Street
Denton, Texas 76209
Fax: (940) 349-8951
For the Buver:
Larry Collister, Deputy City Attorney
City of Denton — Legal Department
106B 215 E. McKinney St.
Denton, Texas 76201
Fax: (940) 382-7923
9.2 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 1N, AND THE EXCLUSIVE VENUE IS, IN DENTON COUNTY,
TEXAS.
9.3 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.
9.4 Parties Bound. This Contract is binding upon and inures to the benefit of the Seller
and the Buyer, and their respective successors and assigns.
9.5 Risk of Loss. If any damage or destruction to the Property shall occur prior to the
Closing, or if any condemnation or any eminent domain proceedings are threatened or
initiated by an entity or party other than the Buyer that might result in the taking of any
portion of the Property, the Buyer may, at the 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 the Buyer;
or
(b) Consummate this Contract, in which case the Buyer, with respect to the Property, shall
be entitled to receive any (i) in the case of damage or destruction, all insurance
proceeds; and (ii) in the case of eminent domain, proceeds paid for the Property related
to the eminent domain proceedings.
The Buyer shall have a period of up to ten (10) calendar days after receipt of written
notification from the Seller on the final settlement of all condemnation proceedings or
insurance claims related to damage or destruction of any improvement located on the
Property, in which to make the Buyer's election. In the event the 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 the Seller to the Buyer at Closing all interests of the Seller in and to
any and all insurance proceeds or condemnation awards which may be payable to the Seller on
account of such event. In the event the Buyer elects to close upon this Contract after iinal
settlement, as described above, Closing shall be held five (5) business days after such final
settlement.
9.6 Further Assurances. In addition to the acts and deeds recited in this Contract and
contemplated to be performed, executed and/or delivered by the Seller and the Buyer, the
Seller and the 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.
Notwithstanding anything to the contrary contained in this Contract and without limiting the
application of the provisions of Section 5.4, above, the provisions of this Article IX,
Section 9.6 shall survive the Closing.
9.7 Time is of the Essence. It is expressly agreed between the Buyer and the Seller that
time is of the essence with respect to this Contract.
9.8 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.
9.9 Delegation of Authority. Authority to take any actions that are to be, or may be,
taken by the Buyer under this Contract, including without limitation, adjustment of the
Contract of Sale
Page 16 of 19
Closing Date, are delegated by the Buyer, pursuant to action by the City Council of Denton,
Texas, to Frank Payne, P.E., City Engineer of the 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 may execute this Agreement by signing any such counterpart.
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.
9.12 Threat of Condemnation. The Seller and the Buyer acknowledge and agree that this
Contract and the sale/purchase transaction contemplated herein was made under threat of
condemnation.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
Contract of Sale
Page 17 of 19
Signed on the ��M�� day of July, 2015.
SELLER:
PRESCOTT INTERESTS, LTD.,
a Texas limited partnership
I�
Carlisle Acquisitions, Inc.,
a Texas corporation,
its Ger�-��, D��*��r
By
Name
Title
BUYER:
CITY OF DENTON, TEXAS,
a Texas home r�.u������r�w�,������ ��%�
��� � e
� �.
��'" �� a� °�' �".o . � �+�"��
By �� � ����.
��������:�.���
CITY MANAGER
tii ,r�t�cl rat� 41�c: cC�� �ro� �"'° �� '�l;�l �.
�
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
_IT ���
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f.� � : ..�:�
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
�,�
BY:
Contract of Sale
Page 18 of 19
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 and 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:
Title Resources
525 South Loop 288, Suite 125
Denton, Texas
Phone: 940/3 81-1006
Fax:
:
Printed Name:
Title:
Contract receipt date:wwwwww www„wwwIT_w , 2015
Contract of Sale
Page 19 of 19
Doc-59777
EXH I BIT A
Pronerfy Description
Tr1ct 1:
BEING a 1.12 acre tract of land situated in the R. B. Longbottom Survey, A6stract No. 775, in
tl-►e City of Deiiton, Denton County, Texas, being a portion of Lot 1, East Industrial Plaza, an
addition to lhe City of Denion, according to the plat thereof recorded in Volume 13, Page 18, and
being a portion of tliat certain called 5.081 acre tract of land conveyed to Loop 288, Ltd. by deed
recorded in Volume 4990, Page 1387, County Clerl:'s File No. ?001-R0139008, of the Deed
Records of llenton County, Texas, and being a portion of i1�at certain called 1.338 acre iract of
land com�eyed to Loop 288, Ltd, by deed reoorded in Volume 4990, Page 1393, Caunty Clerk's
File No. ?001-R139009 of die Deed Records of Denton County, Texas, and being more
particularly described Uy metes and Uounds as follows:
COMMENCING at a point for die soutliwest corner of said Lot 1, same being fihe southwest
corner of said called 1.338 acre tract, �uid Ueing at tlie northwest intersection of U.S, 380
(Universiiy Drive) (a 200.00 foot right-of-way}, and Virgiiva Street (a 42,00 foot right-af-way},
and being in a curve to tl�e left havin� a radius of 3557.18 f.eet, and a delta angle of 00 degrees
07 minutes 28 seconds;
TI-IENCL along said nortl�erly riglit-of way line of said U.S. 380 (University Drive), and the said
south line of said called 1.338 acre tract, and along said curve to the lefl an arc distance of
7.7� feet and a chord bearing and distance of South 83 degrees 31 mulutes 07 seconds East,
7.74 feet to a 1/2-incll iron rod set far tl�e POINT OP' BEGINNING;
TI�NC� North 07 degrees l 1 minutes 08 seconds West, through the interiox of said called
1.338 acre tract, and said Lot ], a distance of 194.79 feet to a 1/2-incl� iron rod sei for corner;
TT�NCE North 8? degrees ?6 minutes OS seconds l�ast, continuing tluough the interior of said
called 1.338 acre tract, and said Lot 1, a distance of 96.63 feet to a rail road spilce found for
corner;
TI�NC� North 69 degrees 20 minutes 58 seconds East, continuing througli tl�e interior of said
called 1.338 acre tract, and said Lot 1, a distauce of 14.72 feet to a xail road spilce found for
corner;
TIIENCE South 20 degrees 39 minutes 02 seconds East, continuing tlu'ough the interior of said
called 1.338 acre tract, and said L,ot 1, a distance of 44.49 feeC to a rail road spil�e found for
corner;
THENCE North 8? degrees 26 minutes OS seconds �ast, continuing througll tl�e interior of said
called 1.338 acre tract, and said Lot 1, passing tlie eommon lule of said called 1.338 acre iract,
and said called 5.081 acre tract, and continuing a total distance af 137.06 feet to a 1/2-inch iron
rod four►d for corner;
E�:hibit A, Page 1
Doc-59777
THENCE South 02 degrees 04 minutes 4Q seconds West, through the interior of said c�lled
5.081 acre tract, and passing tlle common linc of said aalled 5.081 acre tract, and said called
1.338 acre tract, a total distance of 206.04 feet to a 1/?-inch iron rod fotmd for corner, said point
being in the south line of said called 1.338 acre ira�t, seune Ueing in ihe north right-of way line of
said U.S.380 (University Drive), and being in a curve to the right having a radius of
3557.18 feet, and a delta angle of 03 degr.ees 42 minutes 20 seconds;
THLNCE along the south liiie of said called 1.338 acre tract, and tlie north riglrt-of-way line of
said U.S. 380 (IJniversity Drive), an arc distance of 230.06 feet, and a chord bearing and distance
of North 85 degrees 25 minutes 49 seconds West, 230.02 feet to the POINT Or BEGINNING,
and containing 48,641 square feeY or 1,12 acres of computed land, more or less.
Tract 2:
Non-Exclusive easemeut interest created pursuant to that Declaration of Restrictions and Grant
of Easements dated as of December 21, 2001, by and between Loop 288, Ltd., a Texas limited
partnerslup, and Albertson's Inc., a Delaware corporation, filed December 26, ?001, as
Docwnent NumUer 2001-R0139013, as Volume 4990, Page 1424, Real Properly Records of
Denton County, Texas.
�xliibit A, Page 2
Doc-8722
EXHIBIT B
�,�G�, n�scrur�rior7 or r��vnsrs
STORE 4216
TRACT 1:
SHOPPING CENTER PARCEL 2:
BEING A 8.666 ACRE TRACT OF LAND SITUATED IN THE R.B. LONGBOTTOM SURVEY, ABSTRACT
N0. 775 AND THE CASWEL CARTER SURVEY, ABSTRACT NO. 275, CITY OF DENTON, DENTON
COUNTY, TEXAS AND BEING A PORTION OF LOT 1 AND ALL OF LOT 2, OF EAST INDUSTRIAL
PLAZA, AN ADDITI�N TO THE CITY OF DENTON DESCRIBED BY PLAT RECORDEQ IN VOLUME 13,
PAGE 16, PLAT RECORDS DENTON COUNTY, TEXAS {PRDCT), A PORTION �F LOT 1, BLOCK 1
OF SOUTHLAND-288 ADDITION, AN ADDITION TO THE CITY OF DENTON DESCRIBED BY PLAT
RECORD�D 1N CABINE7 G, PAGE 123, PRDCT, A PORTION OF 7HAT CALLEI] 5.091 ACR� TRACT
OF LAND DESCRIBED IN D�ED TO JOHNSON FAMILY PARTNERS, LTD, RECORDED IN COUNTY
CLERK'S FILE NO. (CCFN) 93-R0071402, DEED RECORDS OF DEN70N COUNTY, TEXAS (DRDCT)
AND A PORTION OF THAT CALLED 3.394 ACRE TRACT OF LAND DESCRIBED IN DEED TO MICH-
TEX PROPERTIES RECORDED lN VOLUM� 1829, PAGE 462, DRDCT, SAID 8.6G6 ACRE TRACT OF
LAND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS;
BEGINNING AT A T�XAS DEPARTMENT OF TRANSPORTATION CONCRETE MONUMENT FOUND
FOR THE NORTHEAST CORNER OF SAID 3.394 ACRE TRACT OF LAND AND BEING THE POINT
OF INTERSECTI�N OF THE WESTERLY RIGHT-OF-WAY LINE OF LOOP 288, (A VARIABLE WIDTH
RIGHT�OF-WAY) WITH THE 50UTHEASTERLY RIGHT-OF-WAY LINE OF THE TEXAS & PACfFIC
RAILROAD, (A 100-FOOT RIGHT-OF-WAY);
THENCE ALONG SAID WESTERLY RIGHT-OF-WAY LINE OF LOOP 288 THE FOLLOWING;
SOUTH 02°08'G6 WEST, A DISTANCE OF 405.70 FEET TO A TEXAS DEPARTMENT OF
TRANSPORTATION CONCR�TE MONUMEf�1T FOUND FOR CORNER;
NORTH 88°43'53" WEST, A DISTANCE OF 55.i6 FEE7 TO A TEXAS DEPARTMENT OF
TRANSPORTATION CONCRETE RIGHT-OF-WAY MONUMENT FOUND FOR CORNER;
SOUTH 02°02'07" W EST, AT A DISTANCE OF 316.42 FEET PASSING A 112-INCH IRON ROD FOUND
FORTHE NORTHEAST CORNER OF SAID LOT 1, BLOCK 1, SOUTHLAND-288 ADDITION,
CONTINUING IN ALL FOR A TOTAL DISTANCE OF 345.02 FEET TO A TO A T�XAS DEPARTMENT
OF TRANSPORTATION CONCRETE MONUMENT FOUND FOR THE NORTH�AST CORNER OF
THAT CERTA(N TRACT OF LAND DESCRI[3CD IN A D6ED TO KENNETI-! KEESE RECORDED IN
VOLUME
�392, PAGE 75�, DRDCT;
THENCE SOUT!-I 89°17'22" WESTALONG THE COMMON LINE OF SAID 3.394 ACRE TRACT OF
LAND AND SAID KEESE TRACT OF LAND, AT A CALCULATED DISTANCE OF 29.57 FEET PASSING
THE NORTHWEST CORNER OF SAID KEESE 71�ACT OF LAND SAME BEING THE NORTHEAST
CORNER OF THAT TRACT OF LAND DESCRIBED IN D�ED TO KENNETH K�ESE RECORDED IN
VOLUME 665, PAGE 497, DRDC7, CON71NUlNG ALONG THE COMNION LINE OF SAID 3.394 ACRE
TRAGT OF LAND AND SAID KE�SE TRACT OF LAND IN ALL FOR A TOTAL DISTANCE OF 79.57
FEET TO A 5/6-INCH IRON ROD WITH CAP STAMPED
"BURY+PARTNERS" FOUND FOR CORNER;
sw�: u a2�6
6843D-D03A,R,F..GAL.19S76687..2 E X H I B I T B, 1 O F 4
Doc-8722
THENCE NORTH 01°29'04 EAST, A DISTANCE OF 35.81 FEET TO A 5/8-INCH IRON ROD WITH CAP
STAMPED "BURY+PAF2TfVERS" SET FOR CORNER;
THENCE NOR7H 89�23'S7" WEST, A DISTANCE OF 179.24 FEET TO A 5/8-INCH IRON ROD WITH
CAP STAMPED "BURY+PARTNERS" SET FOR CORNER;
THENCE SOUTH 82°26'05" WEST, A bISTANCE OF 153.79 FEET TO A 5/$-INCH IRON ROD WITH
CAP STAMPED "BURY+PARTNERS" SET FOR CORNER;
THENCE NORTH 20°39'02" WEST, A DISTANCE OF 44,49 FEET TO A 5/8-INCH IRON ROD WITH
CAP STAMPED "BURY+PARTNERS" SET FOR CORNER;
7HENCE 50U1"H 69°20'S8" WEST, A DISTANCE OF 14,72 FEET TO A 5/8-I�iCH IRON ROD WITH
CAP STAMPED "BURY+PARTNERS" SET FOR CORNER;
THENCE SOUTH 82°26'05" WEST, A DISTANCE OF 104.13 FEET TO A 5/8-INCH IRON ROD WITH
CAP STAMPED "BURY+PARTNERS" SET IN THE EASTERLY RIGHT-OF-WAY LINE OF VIRGINIA
SiREET {A 50-FOOT RIGHT-OF-WAY);
THENCE NORTH 07°11'08" WEST ALONG SAID EASTERLY RIGHT-OF WAY LINE, AT A DISTANCE
OF 49,65 FEET PASSING A 112-INCH IRON ROD FOUND FOR THE NORTNWEST CORNER OF SAIb
LOT 1, SAME BEING THE MOST SOLITHERLY SOUTHWEST CORNER OF SAID LOT 2, EAST
INDUSTRIAL PLAZA, CONTINUING IN ALL FOR A TOTAL DISTANCE OF 119.72 FEET TO A 5/8-
INCH IRON ROD WITH CAP STAMPED "BURY+PARTNERS" FOUND FOR AN INTERIOR ELL
CORNER OF SAID LOT 2 SAME BEING THE NORTHEAST CORNER OF SAID VIRGINIA STREET;
THENCE SOUTH 82°48'52" WEST AL.ONG THE COMMON LINE OF SAID LOT 2 AND SAID VIRGINIA
STREET, A DISTANCE OF 42.04 FEET TO A 5/8-INCH IRON ROD WITH CAP STAMPED
"BURY+PARTNERS" SET FOR THE MOST WESTERLY SOUTHWEST CORNER OF SAID LOT 2,
SAME BEING THE MOST EASTERLY SOUTHEAST CORNER OF LOT 3 OF SAID EAST INpUSTRIAL
PLAZA;
THENCE NORTH 08°22'34" WEST ALONG THE COMMON LIN� OF SAIb LOT 2 AND SAIb LOT 3, AT
A DISTANCE OF 324.09 FEET PASSING A 1/2-INCH IRON ROD FOUND, CONTINUING IN ALL FOR A
TOTAL DISTANCE OF 324,72 FEET TO A 5/8-INCH ROD WITH CAP STAMPED "BURY+PARTNERS"
SET FOR THE NORTHEAST COF2NER OF SAID LOT 3, SAME BEING THE NORTHWEST CORNER
OF SAID LOT 2 AND BEING IN THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF THE
AFOREMENTIONED TEXAS & PACIFIC RAILROAD;
THENCE NORTH 69°15'46" EAST ALONG THE COMMON LINE OF SAID LOT 2 SAID
SOUTHEASTERLY RIGHT-OF-WAY LINE, A bISTANCE OF 49.52 FEET TO AN AXLC FOUND FOR
TH� NORTHEAST CORNER OF SAIQ LOT 2, SAME BEING THE NORTHW�ST CORNER OF THE
AFOREM�NTIONED 5.091 ACRE TRACT OF L/1ND;
THENCE NORrH 69°20'58" EAST ALONG THE COMMON LINE OF SAID 5-091 ACRE TRACT OF
LAND AND SAID SOUTHEASTERLY RIGHT-OF-WAY LINE, AT A CALCULATED DISTANCE OF
461.93 FE�T PASSING THE NORTHEAST CORNER OF SAID 5.091 ACRE TRACT OF LAND SAME
BEING THE NORTHWEST CORN�R OF THE AFOREMENTIONED 3.394 ACRE TRACT OF LAND,
CONTINUING ALONG THE COMMON LIN� OF SAID 3,394 ACR� TRACT OF LAND AND SAID
SOUTHEASTERLY RIGHT-OF-WAY LINE IN ALL FOR A TOTAL DISTANCE OF 730.19 FEET TO TNE
POINT OF BEGINNING; CONTAINING A COMPUTED AREA OF 8.666 ACRES OF LAND OF WHICH
0.021 OF AN ACRE OF LAND LIES WITHIN A PROPOSED RIGHT-OF-WAY DEDICATION, LEAVING A
NET COMPUTED A�EA OF 8.645 ACRES OF LAND.
7RACT 2:
EXHIBIT 6, 2 OF 4
Doc-8722
SHOPPING CENTER PARCEL 2A:
BEING A 0.955 OF AN ACRE TRACT OF UaND SITUATED IN THE R.B. LONGBOTTOM SURVEY,
ABSTRACT NO. 775, CITY OF DENTON, DENTON COUNTY, TEXAS AND BEING A PORTION OF
LOT 9, OF EAST fNDUSTRIAL PLAZA, AN ADDITION TO THE CITY OF DENTON DESCRIBED BY
PLAT RECORDED IN VOLUME 93, PAGE 18, PLAT RECORDS DENTON COUNTY, TEXAS (PRDCT),
A PORTION OF LOT 1, BLOCK 1 OF SOU7HLAND-28B AD�ITION, AN ADDITION TO THE CITY OF
pENTON DESCRIBED BY PLAT RECORDED IN CABINET G, I'AGE 123, PRDCT, A PORTION OF
THAT CALLED 5.091 ACRE TRACT OF LAND DESCRIBED IN DEED TO JOHNSON FAMILY
PARTNERS, LTD. RECORDED IN COUNTY GLERK'S FILE NO. (CCFN) 93-R0071402, DEED
RECORDS OF DENTON COUNTY, TEXAS (DRDCT) AND A PORTION OF THAT CALLED 3.394 ACRE
TRACT OF LAND DESCRIBED IN bEED TO MICH-TEX PROPERTIES RECORDED IN VOLUME 1829,
PAGE 462, DRDCT, SAID 0.955 OF AN ACRE TRACT OF LAND BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
COMMENCING AT A TEXAS DEPARTMENT OF TRANSPORTATION CONCRETE MONUA�ENT
FOUND FOR THE NORTHEAST CORNER OF SAID 3.394 ACRE TRACT OF LAND AND BEING THE
POINT OF INT�RS�CTION OF THE UVESTERLY RIGhiT-OF-WAY LINE OF LOOP 28B, (A VARIABLE
WIDTH RIGHT-OF-WAY) WITH THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF THE TEXAS &
PACIFIC RAILROAD, (A 100-FOOT RIGHT-OF-WAY);
THENCE ALONG SAID WESTERL.Y RfGHT-OF-WAY �INE OF LOOP 28$ THE FOLLOWING;
SOUTH 02°08'46" WEST, A DISTANCE OF 405.70 FEET TO A TEXAS DEPARTM�NT OF
TRANSPORTATION CONCRETE MONUMENT FOUND FOR CORNER;
NORTH 88°43'53" WEST, A DISTANCE OF 55.16 FEET TO A TEXAS DEPARTMENT OF
TRANSPORTATION CONCRETE RIGHT-OF-WAY MONUMENT FOUND FOR CORNER;
SOUTH 02°02'07" WEST, AT A DISTANCE OF 316.42 FE�T PASSING A 112-INCH IRON ROD FOUNQ
FOR THE NORTWEAST CORNER OF SAID LOT 1, BLOCK 1, SOUTHLAND-288 ADDITION,
CONTINUING IN ALL FOR A TOTAL DISTANCE OF 345.02 FEET TO A TEXAS DEPARTM�NT OF
TRANSPORTATION CONCRETE MONUMENT FOUND FOR THE NORTHEAST CORNER OF THAT
CERTAIN TRACT OF LAND DESCRIBED IN A DEED TO KENNETH KEESE RECORDED IN VOLUME
1392, PAGE 750, DRDCT;
THENCE SOUTH 89°17'22" WEST ALONG THE COMMON LINE OF SAID 3.394 ACRE TRACT OF
LAND AND SAID KEESE TRACT OF LAND, AT A CALCULATEp DISTANCE OF 29.57 FEET PASSING
THE NORTHWEST CORNER OF SAID KEESE TRACT QF LAND SAME BEING THE NORTHEAST
CORNER OF THAT TRACT OF LAND DESCRIBED IN DEED TO KENNETH KEESE RECORDED IN
VOLUME 665, PAGE 497, DRDCT, CONTINUING ALONG TH� COMMON LINE OF SAID 3,394 ACRE
TRACT OF LAND AND SAID KEESE TP.ACT OF LANQ IN AL.L. FOR A TOTAL DISTI�NCE OF 79.�7
FEET TO A 5/8-INCH IRON ROD WITH CAP STAMPED "BURY+PARTNERS" FOUND FOR POINT OR
BEGINNING; THENCE SOUTH 00°28'S3" EAST CONTINUING ALONG SAID COMMON LINE, A
QISTANCE OF 174.29 FEET TO A 518-INCH IRON ROD WITH CAP STAMPED "BURY+PARTNERS"
FOUND IN THE NORTHERLY LINE OF U.S. HIGHWAY NO, 380 (UNIVER5ITY DRIVE-A VARIABLE
V1rIDTH RIGHT-OF-WAYj AND BEING THE POINT OF CURVATURE OF A NON-TANGENT CURVE TO
THE RIGHT HAVING A RADIUS POINT WHICH BEARS NORTH 00°31'11" WEST, A DISTANCE OF
3557.18 FEET;
THENCE NORTHWESTERLY ALONG SA1D NORTHERLY RIGWT-OF-WAY LINE OF U.S., HIGHWAY
NO. 380 NORTI-1WESTERLY WITH SAID CURVE TO THE RIGHT AT AN ARC DISTANCE OF 60.04
FEET PASSING THE SOUTHWEST CORNER OF SAID SOUTHLAND-288 ADDITION, SAME BEING
THE SQUTHEAST C�JRNER OF SA.ID 5.091 ACRE TRACT OF LAf�lD FROPI! INHIGH A 1!2-INCH IRON
ROD FOUND SEARS NORTH 02°25' EAST, A DISTANCE OF 0.71 FEET, AT AN ARC DISTANCE OF
EXHIBITB,30F4
Doc�722
146.49 FEET PASSING THE SOUTHWEST CORNER OF SAID 5.091 ACRE TF2ACT OF LAND SAME
B�ING THE SOUTHEAST CORNER OF THE AFOREMENTIONED LOT 1, EAST INDUSTRIAL
ADDITION FROM WHICH A 5/8-INCH IRON ROD FOUND BEARS SOUTH 31 °29' EAST, A DISTANCE
OF 0.21 FEET, CONTINUING IN ALL THROUGH A TOTAL CENTRAL ANGLE OF 03°14'12" FOR A
TOTAL ARC DISTANCE OF 200.95 FEET, A TOTAL CHORD BEARING OF NORTH 88°54'05" WEST
AND A TOTAL CHORD DISTANCE OF 200.93 FEET TO A 5/8-INCH IFtON ROD WITH CAP STAMPED
"BURY�PARTNERS" SET FOR CORNER;
THENCE NOR7H 02°04'40" EAST, A DISTANCE OF 206.04 FEET TO A 518-INCH IRON ROD WITH
CAP STAMPED "BURY+PARTNERS" 5ET FOR CORNER;
THENCE NORTH 82°26'05" EAST, A DISTANCE OF 16.72 FEET TO A 5/8-INCH IRON ROD W ITH CAP
STAMPED "BURY+PARTNERS" SET FOR CORNER;
THENCE SOUTH 89°23'S7" EAST, A QISTANCE OF 179.24 FEET TO A S/S-fNCH IRON ROD WITH
CAP STAMPED "BURY+PARTNERS' SET FOR CORNER;
THENCE SOUTH �1 °29'04" WES7, A DISiANCE OF 35.81 FEET TO THE POINT OF BEGINNING;
CONTAINING A COMPUTED AF2EA OF 0.955 OF AN ACRE OF LAND.
TRACT 3:
RECIPROCAL EASEMENT INTEREST:
NON-EXCLUSIVE EASEMENT INTEREST CREATED PURSUANT TO THAT CERTAIN DECLARATION
OF R�STRICTIONS AND GRP,NT OF EASEMENTS DATED DECEMBER 21, 2001, BY AND BENVEEN
LOOP 286, LTD., A TEXAS LIMITED PARTNERSHIP AND ALBERTSON'S, INC., A DELAWARE
CORPORATION, FILED DECEMBER 26, 2001, IN VOLUME 4990, PAGE 1424, REAL PROPERTY
RECORDS OF DENTON COUNTY, TEKAS.
EXHIBITB,40F4
EXHIBIT C
Tracts numbered 78289, 241478, 39393, 241477, 168132,
& 35998 represent the property described in Exhibits A& 6.
These numbers are from the Denton Central Appraisal
District's website and are shown as being owned by Grantor.
�
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That Prescott Interests, Ltd., a Texas limited partnership, ("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 hame
rule municipal Co�orG6llodA (66Gr�AdLVV99)9 215 E. McKinneyy DeIILOTIy 1VX(4S /��Ol' Ldd�
receipt and sufficiency of which is acknowledged, subject to the reservations set forth
below, has GRANTED, SOLD and CONVEYED, and does GRANT, SELL and
CONVEY, unto Grantee all the real property in Denton County, Texas being particularly
described on Exhibit "A99 attached and made a part 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 (collectively, the
"property99). Notwithstanding the foregoing or anything else to the contrary contained in
this Deed, the Property does not include any of the oil, gas and other minerals underlying
or which are part of the Property.
This conveyance is subject to the following:
1. All leases, grants, exceptions or reservations of caal, lignite, oil, gas and
other minerals, together with all rights, privileges, and irnmunities relating thereto,
appearing in the Public Records whether listed in Schedule B or not. There may be
leases, grants, exceptions or reservations of mineral interest that are nat listed.
2. Undivided interest in Oil, Gas and other Minerals reserved in deed from
ABS TX LEASE OWNER LP to PRESCOTT INTERESTS, LTD. filed January
26, 2011, recorded under CC# 2011-8722, Real Property Records af Denton
County, Texas.
3. Easement executed by W.J. PILGRIM and wife, ROXIE PILGRIM to
DENTON COUNTY ELECTRIC COOPERATIVE, INC. filed February 26, 1954,
recorded in Volume 403, Page 508, Deed Records of Denton County, Texas.
4. Mineral Estate and Interest described in Mineral Deed executed by
PRESCOTT INTERESTS, LTD. to JAMES B. OATES, TRUSTEE, filed July 23,
2015, recorded under CC# 2015-83519, Real Property Records, Denton County,
Texas.
5. Easernent executed by W.J. PILGRIM to TE S TELEPHONE
COMPANY filed January 8, 1957, recorded in Volume 414, Page 147, Deed
Records of Denton County, Texas. Conveyance to GENE L TELEPHONE
COMPANY OF THE SOUTHWEST (nka GTE SOUTHWEST
INCORPO TED) as evidenced by instrument filed June 24, 1957, recorded in
Volurne 430, Page 226, Deed Recards of Denton County, Texas.
6. Easements and building lines as shown on Plat recorded in Cabinet G, Page
123, Plat Records, Denton County, Texas; as shown on survey dated August 31,
2015 and revised September 23, 2015 and September29, 2015, prepared by Todd
B. Turner, RPLS #4859.
7. Easements and building lines as shown on Plat recorded in Volume 13, Page
18, Plat Records, Denton County, Texas; as shown on survey dated August 31,
2015 and revised September 23, 2015 and September 29, 2015, prepared by Todd
B. Turner, RPLS #4859.
8. Billboard sign in place; protrusion of asphalt drive; gravel dirt path in place;
ssrnh and sign in place; risers, signs, electric meter, water valve and meter, in place;
as shown on survey dated August 31, 2015 and revised September 23, 2015 and
September 29, 2015, prepared by Todd B. Turner, RPLS #4859.
9. Fence encroac endprotrusion; as shown on survey dated August 31, 2015
and revised September 23, 2015 and September 29, 2015, prepared by Todd B.
Turner, RPLS #4859.
10. Unrecorded lease agreement between Bert R. Moore, as Lessor, and Foster
& Kleiser, a Metromedia Company (successor-in-interest is Clear Cha el
Outdoor, Inc.), as Lessee, entered into that certain lease (Lse. #3084), dated May
10, 1979, which covers a billboard site as shown on on survey dated Au st 31,
2015 and revised September 23, 2015 and September 29, 2015, prepared by Todd
B. Turner, RPLS #4859.
11. Inchoate lien for property taxes not yet due and payable.
12. Easement executed by W.J. PILGRIM and wife, ROXIE PILGRIM to
B ZOS RIVER T NSMISSION ELECTRIC COOPE TIVE, INC. filed
October 24, 1949, recorded in Volume 354, Page 392, Deed Records of Denton
County, Texas. Assig ent to the City of Dentan filed October 9, 1981, recorded
in Volume 1106, Page 7$, Deed Records af Denton County, Texas.
13. Easement executed by W.J. PILGRIM to the CITY OF DENTON, TEXAS
filed July 15, 1966, recorded in Volume 539, Page 658, Deed Records of Denton
County, Texas; as shown on survey dated August 31, 2015 and revised September
23, 2015, prepared by Todd B. Turner, RPLS #4859.
14. Easement executed by HIGH-TEX PROPERTIES to the CITY OF
DENTON, TEXAS filed July 23, 1986, recorded in Volume 1937, Page 874, Real
Property Records of Denton County, Texas; as shown on survey dated August 31,
2015 and revised September 23, 2015, prepared by Todd B. Tumer, RPLS #4859.
TO HAVE AND TO HOLD the Property, together with all and singular the rights
, � .�� , - �- • + * � . � • �
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Special Warranty Deed
Page 3 of 6
EXECUTED the
State of Texas
County of �����
� da of �?�, :����..� _, 2015
Y
PRESCOTT INTERESTS, LTD, a Texas limited
partnership
By and through its general partner,
CARLISLE ACQUISITIONS' INC.y a Texas
c�c����crr��ti���� �
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, �
_—� ,�����"� � r�°�'�✓"',�
51�1����EI. s,
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Prtnted N�tr� t:
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Title
Ac owledgement
This instrument was acknowledged before on the
� � day of
---
�— �" w� _„ A� , 2015, bY �� �_ .�.m_..e._ �name], as
_�� �j � �_ [title] of Carlisle 1��c������tions, Inc, a Texas corporation, on
behalf of said corporation, and the corporation executed this instrument as the general
partner of Prescott Interests, Ltd., a Texas limited partnership, on behalf of said limited
partnership.
_ , ��� �.
:��� �.. uw�.
�- -�
JOHN DICKEY ` �`" � �°°`��`� '� '''_��, "�-�v � �,"""
y C mis:lon E U•: �������•� �i����x�, State �' Texas
�.�,„ � ����
July 20, 2016
Upon Filing Return To:
The City of Denton-Engineering
Attn: Paul Williamson
901-A Texas Street
Denton, TX 76209
Send Tax Billing Statements To:
The City of Denton
Attn: Finance Departrnent
215 East McKinney Street
Denton, Texas 76201
Exhibit "A"
BEING a 10.740 acre tract of land situated in the R.B. Longbottom Survey, Abstract No. 775, City
of Denton, Denton County, Texas, and being known as all of Tracts 1 and 2 described in a Deed
to Prescott Interests, Ltd., as recorded in Document No. 2011-8722 of the Official Records of
Denton County, Texas, and all of that tract of land described in a Deed to Prescott Interests, Ltd.,
as recorded in Document No. 2007-59777 of the Official Records of Denton County, Texas, and
also being known as a part of Lot 1 and all of Lot 2 per the Plat of East Industrial Plaza, as recorded
in Volume 13, Page 18 of the Plat Records of Denton County, Texas, and also being known as a
part of Lot 1, Block 1 per the Plat of Southland-288 Addition, as recorded in Cabinet G, Page 123
of the Plat Records of Denton County, Texas, and being more particularly described as follows:
BEGINNING at a broken concrete TXDOT monument found for the Northeast corner of the above
cited Tract 1(Document No. 2011-8722), said point being at the intersection of the Southeast line
of the Union Pacific Railroad (a 100' wide right-of-way formerly known as the Texas & Pacific
Railroad) and the West line of State Highway Loop 288 (a variable width right-of-way);
THENCE South 01 °37'S2" West (South 02°08'46" West — Deed) along the West line of said State
Highway Loop 288, for a distance of 405.71 feet (405.70' — Deed) to a broken concrete TXDOT
monument found for corner;
THENCE North 89°15'39" West (North 88°43'53" West—Deed) continuing along the West line of said
State Highway Loop 288, for a distance of 55.06 feet (55.16' — Deed) to a broken concrete TXDOT
monument found for corner;
THENCE South 01 °34'20" West (South 02°02'07" West— Deed) continuing along the West line of said
State Highway Loop 288, passing a 1/2 inch iron rod found for the Northeast corner of the above
cited Lot 1, Block 1 of Southland-288 Addition at a distance of 317.30 feet, and continuing along
the West line of said State Highway Loop 288 for a total distance of 345.02 feet (345.02'— Deed) to
a concrete TXDOT monument found for the most Easterly Southeast corner of said Tract 1
(Document No. 2011-8722), said point also being the Northeast corner of a called 0.28 acre tract
of land described in a Deed to Wilmer E. Lopez and Miriam R. Lopez, as recorded in Document
No. 2010-93894 of the Official Records of Denton County, Texas;
THENCE South 88°49'54" West (South 89°17'22" West—Deed) departing the West line of said State
Highway Loop 288, and along the North line of said 0.28 acre tract, for a distance of 79.57 feet
(79.57' — Deed) to a 5/8 inch iron rod with cap stamped "Bury Partners" found for the Northwest
corner of said 0.28 acre tract, said point also being an interior Southwest corner of said Tract 1
(Document No. 2011-8722) and being in the East line of said Tract 2(Document No. 2011-8722);
THENCE South 00°12'30" East (South 00°28'S3" East — Deed) along the East line of said Tract 2
(Document No. 2011-8722) and the West line of said 0.28 acre tract, for a distance of 174.51 feet
(174.29'— Deed) to a 1/2 inch iron rod with cap stamped "W.A.I." found for corner in the North line of
U.S. Highway No. 380 (a variable width right-of-way), said point being the Southeast corner of said
Tract 2 (Document No. 2011-8722);
THENCE in a Westerly direction, along the North line of said U.S. Highway No. 380, and along a
non-tangent curve to the right having a central angle of 06°56'44", a radius of 3557.18 feet, a chord
bearing of North 87°32'19" West, a chord distance of 430.94 feet and an arc length of 431.21 feet
to a 5/8 inch iron rod with cap stamped "TNP" set for the Southwest corner of said tract recorded
in Document No. 2007-59777;
THENCE North 07°41'44" West (North 07°11'08" West — Deed) along the West line of said tract
recorded in Document No. 2007-59777, for a distance of 194.58 feet (194.79' — Deed) to a 5/8 inch
.. m......
Special Warranty Deed
Page 5 of 6
iron rod set for corner at the Northwest corner of same, said point also being in the South line of
said Tract 1(Document No. 2011-8722);
THENCE South 81 °54'19" West (South 82°26'05" West — Deed) along the South line of said Tract 1
(Document No. 2011-8722), for a distance of 7.50 feet to a 1/2 inch iron rod found for corner in the
East line of Virginia Street (a 50' wide right-of-way per said Plat recorded in Volume 13, Page 18);
THENCE North 07°42'54" West (North 07°11'O8" West — Deed) along the East line of said Virginia
Street, for a distance of 119.72 feet (119.72'—Deed) to a 5/8 inch iron rod with cap stamped "TNP"
set for corner at the Northeast corner of said Virginia Street right-of-way;
THENCE South 82°17'06" West (South 82°48'52" West — Deed) along the North line of said Virginia
Street, for a distance of 42.04 feet (42.04'— Deed) to a PK nail found for corner at the most Westerly
Southwest corner of said Tract 1(Document No. 2011-8722);
THENCE North 08°54'20" West (North 08°22'34" West — Deed) along the West line of said Tract 1
(Document No. 2011-8722) and along the common line between Lot 2 and Lot 3 of said East
Industrial Plaza, for a distance of 324.72 feet (324.72' — Deed) to a 1/2 inch iron rod found for the
common North corner of said Lot 2 and Lot 3 and the Northwest corner of said Tract 1(Document
No. 2011-8722), said point also being in the South line of said Union Pacific Railroad;
THENCE North 68°04'23" East (North 69°15'46" East — Deed) along the South line of said Union
Pacific Railroad, for a distance of 49.62 feet (49.52'— Deed) to a 5/8 inch iron rod found for corner
at the Northeast corner of said Lot 2;
THENCE North 68°51'54" East (North 69°20'S8"East—Deed) continuing along the South line of said
Union Pacific Railroad, for a distance of 730.09 feet (730.19'— Deed) to the POINT OF BEGINNING,
and containing 10.740 acres of land, more or less.
�...�._.� . _N �.
Special Warranty Deed
Page 6 of 6
Denton County
Juli Luke
County Clerk
Denton, TX 76202
�o zoy a ooi i �1 ss
Instrument Number: 2015-117199
As
Recorded On: October 07, 2015 Warranty Deed
Parti�s: CARLISLE AC4UISTIONS INC
To
Comment:
Warranty Deed
Total Recording
50.00
50.00
( Parties listed above are for Clerks reference only )
** THIS IS NOT A BILL **
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 Infarmation:
Document Number: 2015-117199
Receipt Number: 1346893
Recorded Date/Time: October 07, 2015 03:46:23P
User / Station: J Robinson - Cash Station 1
Record and Return Ta:
TITLE RESOURCES
WILL CALL
DENTON TX 76202
THE STATE OF TEXAS }
COUNTY OF DENTON }
I Iar!rcby csrtify tl��t thls Instrurraen4 su�u C�ILED In the FIEa Nurxskazsr sequence on the edatwi�lme
prbrsiuci trurc�ra, �nai wae duly R�C4�C7�i7 dn the OHlclal �ecor�s ctf Denton County, Tese�i�.
Jull Luke
County Clerk
Denton County, Texas
Ret:
Legacy Bank
Support Central
PO Box 21688
Oklahoma City, Ok 73156
This 5pace Ytessrved far Filin� Stemp
� � 1'� � � ':1
In Consideration of the payment of the debt therein
named, Legacy Bank, Duncan, OK, a corporation,
does hereby release Deed of Trust made by Prescott Interests,
Ltd., a Texas Limited Partnership ("Grantor"), Legacy Bank,
Duncan, OK, (referred to below sometimes as "Beneficiary"),
and Steven R. McConnell (referred to below as "Trustee"),
dated 4/23/12 and which is recorded in Instrument Number
2012-49173, of the Records of Denton County, State of
Texas.
Covering the following described properly:
BEING all of that same lot, tract or parcel af land sltuated the CASWELL CAR . SURVEY,
A-275 and the R.B. LONCBOTTOM $URVEY, A-77S, and 6eing a part af Lot 1, Block 1 of
SOU7NLAND,288 ADDITiON, and aU of i.ot 1 and part of Lot 2 af T INDUSTRIAL
P addltlona to�the•City of ton, Dontcn Caunty, 7ezaQ, recordad ln Cabinat �. P
1�3 end Volunu 13, Page 18, respectively, of th� Map R�corda of Denton County, Texas
and bein� all of those same tracta of larrd dascribed In deed as "SMopping Center F'arcels 2
and 2A" W Prtscott Interests, Ltd., re d in Dacument Na. 2d11-8722 af tho Dead
Racorda of [lpntan Caunty, •7exps, and said tract 6aing maro p ul�rly ribed aa
follaws:
BEGINNING at a'/:" Iron rod found in the aazt R.O.W. Iine afi Vlrglnia Circb (a SO' R.O.W.)
and belnq N 060 55° 52" W, 192.91° irom tlto presant tnterrecHon of the east Iine of
Virqinia Cirtle with ths north R.p.W, line of U.3. H[ghway 380 (E. Unlversity Qriva a
varlable width R.O.W.); said pdint belnq In the west Ilne of the aRwve mentioned Lot 1 af
Eaat IndusWal Plaza; ', � .
THENCE N 06• 55° 82"W, 118.72 along the east Blne of Ylrglnta Clrcle and the wost Ilna of
said Lot 1 to a'/." Iron rod set far carnar in tho north pne of Vir�inls Clrcle and tha wesf
Un0 oF Lot 2 of sald East Industrial P ;
THENCE S 83° Q4' 09°° W, 42.04 along the north Ur�e oi Vlrglnia Cffcle and sald Lot 2 to a
nail faund at the southeast comer of Lot 3 of caid East Indu�trial Plaza;
THENCE N 08° D7° 19°'W, 32$.2�° albng the common 11r� ai *:rid Lots 2 and 3 of Ea�t
Induatria0 P to a'/." Iton rod ret ior corner in thv southeasi Llno of lhs Texas and Paolifc
�Iruaa ta �oo' R.o.W.); •
ryeNCE w as•• s5� a's�� L"-, aBong the sautheast Itns of said Texss and PaCfftc ratlroad, at so�
passtng the northeast r of said Lot 2 af t irial Plaxa end condnuln� a total
dlstance of 779.75' to a concreto monument found Fn ths wast qna of Laop 286 (a variebte
wldth R.O.W.j;
7FII�NCE S 02• 25° 24'° W, 405.48' along the west Ilne of Loop 268 to the remains of a
concrete monument found for comor,
THENCE N 88' 59' 26°' W. a5.00' elong lhe west IInQ of l�oop 288 to the �malns of a
concrete monument taund for comer,
THENCE S 02° 21 ° 30" W, 345.i 0' along the wost Ilrw oi Loop 288 to a concrete
Ret:
Legacy Bank
Support Central
PO Box 21688
Oklahoma City, Ok 73156
monument found at the noHheast �omer of lhai same tract of land described fn deed to
WIImeP E. end Mirfam R. Lopez, retorded In Instrument No. 2010-93894 of the Deed
Records of Deeton County. Tsx$s; sald polni being S o2° 21° 3D°° W, 28.65° from the
northeast comar of the afoeementianed Lot 1. Block 1 of Southland•Z88 Addition;
THENC� S 890 32' 40" W. 79.3B' along the north Blne o! sald Wilmer E. and Mlrlam R,
Lopez property to a 112" Iran rod found for comer;
THENCE S QO° 36° 29" W, 174.49' alonp thc west Ilne of aeld Wllmer �. anti Mk'iam R.
Lopez property to a'/'`° Iron rod found tor comer tn the north I[ne of U.B. HigMasy 380 and
the beglnning of a non-tangent curve to ths rlght haVing a aenhal angel of p3� 14° 21" and
a redlus of 3557.18°, banNng N 00' ie° Q4" W;
THENCE around sald curvs and alo�g the narth Ilr» of U.S. Hlghway 38D, at G0.84° passing
the s t cvmer of the previousty meMlone•d Lot 1, Block 1 of SpuHtlaetd-288
Addltlon, And continuing � total distanca of 209.11� 6D � 9�l� iran rod found #or comer, •
TFIENCE N 02° 79' 66" E, 206.04' to a 1d2" Iron rod tound for aomer;
THENCE S 82" 41° 21" W, 137.07° to a railroad eplke found for camer;
THENCE N 20• 28° 46°' W, 44.d9° to a raF�road spBke found for coener;
THENCE S 69" 38° 14°° W, 14.72' ta a n�llraad splke found far corner;
THENCE S 82• A1 ° 21" W, 1 D4.13° to the Point of Beglnntng and contalning 419,235.86
square feet or 9.62Q3 acres of Band.
The Real Property or its address is commonly known as U.S. Hwy 380 and Loop 288, Denton,
TX 76201. The Real Property tax identiiication number is 146392, 155032, 168132, 241477,
241478, 35998, 78289.
in Witness '��+h�rc�sE'; Le�xrrrz� �r�ralc, 1)r�rrc�r�rt, OK has caused these presents to be signed by its
President, tlx�s ���y �;9' ������"" , 2015.
f.��nr �
�Y.�� �.......�
�,4ir.Js�rrd
STATE OF OKLAHOMA }
} ss:
COUNTY OF OI{LAHOMA }
Befare me, the undersigned, a Notary Piiblic, in and for said County and State on this � day
o� ����';",�r,�,�� , 2015, p�rsonally appeared Brad Ramsey, to me known to be th� identical person who subscribed the
name of the maker thereof to the foregoing insYrument as its President and acknow[edged to me that he execoted the same
as his free and voluntary act and deed and as the free and voluntary act and deed of such carporation, for the uses and
purposes therein set forth.
G'rven under my hand and seal af office the day and year 11st above written.
mmission expires:
���—/� . � . s���r.�a-�,,��.. ..,..._ i�taf.i��u Public
�e e.ron_ -. ---_-�
,+
ti ���-��� � � �°��'d��r
:� �p�� ,� y
�{�.�'��cYJ�'�
. � �Yr� �$1 �'�},�{ � e i Et}
Dentan County
Juli Luke
County Clerk
Denton, TX 76202
70 2015 OD117679
Instrument Number: 2015-117679
Recorded On: October 08, 2015
Parties: LEGACY BANK
To
Commen4:
Release
As
Release
( Parties listed above are for Clerks reference only )
- ** THIS IS NOT A BILL **
34.00
Total Recording: 34.00
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: 2015-117679
Receipt Number: 1347324
Recorded Date/Time: October 08, 2015 03:05:17P
User / Station: S Parr - Cash Station 3
Record and Return To:
TITLE REOSURCES
WILL CALL
DENTON TX 76205
THE STATE OF TEXAS }
COUNTY OF DENTON }
I h�rralzy crsntb�y thbt thls Instrun�krri was FILED In the FII�a Nurniavr seque�rce on the da;�lilme
pr•1ra�s�# tsernn, �Earl was duly REC[3RI3�.0 In the Offlclal RscortJ� trf Decxtt��t County, Tflx�e.
Jull Luke
County Clerk
Denton County, Texas
_ x
�
DATE : October 26, 2015
GF NO: 146589
TO : CITY OF DENTON-ENGINEERING DEPT
ATTN: LUANNE OLDHAM
REAL ESTATE AND CAPITAL SUPPORT
901-A TEXAS STREET , 2ND FLOOR
DENTON, TX 76209
RE 3 Owner's Title Policy (Texas Form T-1) regarding the property described in the above referenced file
as Easement, Denton County, Texas and being commonly known as LOOP 288, DENTON, TEXAS
("Propert�/').
We are pleased to enclose an Owner's Title Policy No. 103-0-146589 from TitleRes, issued in connection with the
purchase of the property described in the Title Policy.
The enclosed Title Policy is an important legal document, so please safeguard it with your other important papers.
TITLE RESOURCES appreciates the opportunityto be of service to you and hope that you will remember us should you
have a future need for the services of a title company.
Please call if you have any further questions or if we can be of further assistance. Thank you again for letting TITLE
RESOURCES help you with the purchase of your property.
� � ' � '� ' � �'
Gail Green
Policy Processor
gail@trnt.net
Enclosure
525 3auth Loop 2�� S��ite #125 � L)�¢�tmn, T'�xas 762QS � (3fface (94d} 3$1-1006 * l��tec� (940} 243-291'3 '" P�� (940) 893�6121
103-0-146589
OWNER'S POLICY OF TITLE INSURANCE (Form T-1)
Issued by
TitMe esources Guaranty Co a y
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 meahs authorized by law;
(v) a document executed under a falsified, expired or otherwise invalid power of attorney;
(vi) a document not properly filed, recorded or indexed in the Public Records including failure to perform those
acts by electronic means authorized by law; or
(vii) a defective judicial or administrative proceeding.
(b)The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but
unpaid.
(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be
disclosed by an accurate and complete land survey of the Land. The term "encroachmenY' includes
encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the
Land of existing improvements located on adjoining land.
(d)Any statutory or constitutional mechanic's, contractor's, or materialman's lien for labor or materials having its
inception on or before Date of Policy.
3. Lack of good and indefeasible Title.
4. No right of access to and from the Land.
5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to
building and zoning) restricting, regulating, prohibiting or relating to:
(a) the occupancy, use or enjoyment of the Land;
(b) the character, dimensions or location of any improvement erected on the Land;
(c) subdivision of land; or
(d) environmental protection
if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to
enforce, but only to the extent of the violation or enforcement referred to in that notice.
6.An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice
of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of
the enforcement referred to in that notice.
7.The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in
the Public Records.
8.Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without
Knowledge.
9.Title being vested other than as stated in Schedule A or being defective:
(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer
of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown
in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal
bankruptcy, state insolvency or similar creditors' rights laws; or
(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a
Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 1/03/2014
OWNER'S POLICY OF TITLE INSURANCE (Form T-1)
Issued by
TITLE RESOURCES GUARANTY COMPANY
SCHEDULE A
Name and Address of Title Insurance Company:
TITLE RESOURCES GUARANTY COMPANY
8111 LBJ Freeway, Suite 1200, Dallas, Texas 75251
File No.: 146589
Address for Reference only: LOOP 288, DENTON, TX
Amount of Insurance: $1,700,000.00
Date of Policy: October 7, 2015, at 03:46 pm
Policy No.: 103-0-146589
Premium: $11,818.90
1. Name of Insured: CITY OF DENTON, TEXAS, a Texas home rule municipal
corporation
2. The estate or interest in the Land that is insured by this policy is: Fee Simple
3. Title is insured as vested in: CITY OF DENTON, TEXAS, a Texas home rule municipal
corporation
4. The land referred to in this policy is described as follows:
See Exhibit "A" attached hereto
Form T-1: Owner's Policy of Title Insurance Page 1
Exhibit "A"
BEING a 10.740 acre tract of land situated in the R.B. Longbottom Survey, Abstract No. 775, City
of Denton, Denton County, Texas, and being known as all of Tracts 1 and 2 described in a Deed
to Prescott Interests, Ltd., as recorded in Document No. 2011-8722 of the Official Records of
Denton County, Texas, and all of that tract of land described in a Deed to Prescott Interests, Ltd.,
as recorded in Document No. 2007-59777 of the Official Records of Denton County, Texas, and
also being known as a part of Lot 1 and all of Lot 2 per the Plat of East Industrial Plaza, as recorded
in Volume 13, Page 18 of the Plat Records of Denton County, Texas, and also being known as a
part of Lot 1, Block 1 per the Plat of Southland-288 Addition, as recorded in Cabinet G, Page 123
of the Plat Records of Denton County, Texas, and being more particularly described as follows:
BEGINNING at a broken concrete TXDOT monument found for the Northeast corner of the above
cited Tract 1(Document No. 2011-8722), said point being at the intersection of the Southeast line
of the Union Pacific Railroad (a 100' wide right-of-way formerly known as the Texas & Pacific
Railroad) and the West line of State Highway Loop 288 (a variable width right-of-way);
THENCE South 01 °37'S2" West (South 02°08'46" West — Deed) along the West line of said State
Highway Loop 288, for a distance of 405.71 feet (405.70' — Deed) to a broken concrete TXDOT
monument found for corner;
THENCE North 89°15'39" West (North 88°43'53" West— Deed) continuing along the West line of said
State Highway Loop 288, for a distance of 55.06 feet (55.16'— Deed) to a broken concrete TXDOT
monument found for corner;
THENCE South 01 °34'20" West (South 02°02'07"West— Deed) continuing along the West line of said
State Highway Loop 288, passing a 1/2 inch iron rod found for the Northeast corner of the above
cited Lot 1, Block 1 of Southland-288 Addition at a distance of 317.30 feet, and continuing along
the West line of said State Highway Loop 288 for a total distance of 345.02 feet (345.02'—Deed) to
a concrete TXDOT monument found for the most Easterly Southeast corner of said Tract 1
(Document No. 2011-8722), said point also being the Northeast corner of a called 0.28 acre tract
of land described in a Deed to Wilmer E. Lopez and Miriam R. Lopez, as recorded in Document
No. 2010-93894 of the Official Records of Denton County, Texas;
THENCE South 88°49'54" West (South 89°17'22" West— Deed) departing the West line of said State
Highway Loop 288, and along the North line of said 0.28 acre tract, for a distance of 79.57 feet
(79.57' — Deed) to a 5/8 inch iron rod with cap stamped "Bury Partners" found for the No�thwest
corner of said 0.28 acre tract, said point also being an interior Southwest corner of said Tract 1
(Document No. 2011-8722) and being in the East line of said Tract 2(Document No. 2011-8722);
THENCE South 00°12'30" East (South 00°28'S3" East — Deed) along the East line of said Tract 2
(Document No. 2011-8722) and the West line of said 0.28 acre tract, for a distance of 174.51 feet
(174.29'—Deed) to a 1/2 inch iron rod with cap stamped "W.A.I." found for corner in the North line of
U.S. Highway No. 380 (a variable width right-of-way), said point being the Southeast corner of said
Tract 2 (Document No. 2011-8722);
THENCE in a Westerly direction, along the North line of said U.S. Highway No. 380, and along a
non-tangent curve to the right having a central angle of 06°56'44", a radius of 3557.18 feet, a chord
bearing of North 87°32'19" West, a chord distance of 430.94 feet and an arc length of 431.21 feet
to a 5/8 inch iron rod with cap stamped "TNP" set for the Southwest corner of said tract recorded
in Document No. 2007-59777;
THENCE North 07°41'44" West (North 07°11'08" west — Deed) along the West line of said tract
rn�nrrlcfl ;n n���,rr,pr,t N�. 200�-59777. for a distance of 194.58 feet (194.79'— Deed) to a 5/8 inch
iron rod set for corner at the Northwest corner of same, said point also being in the South line of
said Tract 1(Document No. 2011-8722);
THENCE South 81 °54'19" West (South 82°26'05" West — Deed) along the South line of said Tract 1
(Document No. 2011-8722), for a distance of 7.50 feet to a 1/2 inch iron rod found for corner in the
East line of Virginia Street (a 50' wide right-of-way per said Plat recorded in Volume 13, Page 18);
THENCE North 07°42'S4" West (North 07°11'08" West — Deed) along the East line of said Virginia
Street, for a distance of 119.72 feet (119.72'— Deed) to a 5/8 inch iron rod with cap stamped "TNP"
set for corner at the Northeast corner of said Virginia Street right-of-way;
THENCE South 82°17'06" West (South 82°48'52" West — Deed) along the North line of said Virginia
Street, for a distance of 42.04 feet (42.04'— Deed) to a PK nail found for corner at the most Westerly
Southwest corner of said Tract 1(Document No. 2011-8722);
THENCE North 08°54'20" West (North OS°22'34" West — Deed) along the West line of said Tract 1
(Document No. 2011-8722) and along the common line between Lot 2 and Lot 3 of said East
Industrial Plaza, for a distance of 324.72 feet (324.72' — Deed) to a 1/2 inch iron rod found for the
common North corner of said Lot 2 and Lot 3 and the Northwest corner of said Tract 1(Document
No. 2011-8722), said point also being in the South line of said Union Pacific Railroad;
THENCE North 68°04'23" East (North 69°15'46" East — Deed) along the South line of said Union
Pacific Railroad, for a distance of 49.62 feet (49.52'— Deed) to a 5/8 inch iron rod found for corner
at the Northeast corner of said Lot 2;
THENCE North 68°51'54" East (North 69°20'58" East— Deed) continuing along the South line of said
Union Pacific Railroad, for a distance of 730.09 feet (730.19'— Deed) to the POINT OF BEGINNING,
and containing 10.740 acres of land, more or less.
File No.: 146589
OWNER'S POLICY OF TITLE INSURANCE (Form T-1)
Issued by
1 : • : _;_► • - •
�
EXCEPTIONS FROM COVERAGE
Policy No.: 103-0-146589
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:
^ e � � :„ � � - : ,, o a � � � �� �� � � . .. � _
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a ■ � � � ; � . � � I@ ` Q
3. Homestead or community property or survivorship rights, if any, of any spouse of any
Insured.
4. Any titles or rights asserted by anyone, including but not limited to, persons, the public,
corporations, governments or other entities,
(a) to tidelands, or lands comprising the shores or beds of navigable or perennial
rivers and streams, lakes, bays, gulfs or oceans, or
(b) to lands beyond the line of the harbor or bulkhead lines as established or
changed by any government, or
(c) to filled-in lands, or artificial islands, or
(d) to statutory water rights, including riparian rights, or
(e) to the area extending from the line of inean low tide to the line of vegetation, or
the right of access to that area or easement along and across that area.
5. Standby fees, taxes and assessments by any taxing authority for the year 2015, and
subsequent years; and subsequent taxes and assessments by any taxing authority for prior
years due to change in land usage or ownership, but not those taxes or assessments for prior
years because of an exemption granted to a previous owner of the property under Section
11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year.
6. The following matters and all terms of the documents creating or offering evidence of the
matters (The Company must insert matters or delete this exception).:
Form T-1: Owner's Policy of Title Insurance Page 2
Continuation of Schedule B
Policy No. 103-0-146589
(a) Undivided interest in Oil, Gas and other Minerals reserved in deed from
ABS TX LEASE OWNER LP to PRESCOTT INTERESTS, LTD. filed January
26, 2011, recorded under CC# 2011-8722, Real Property Records of Denton
County, Texas. (Title to said interest not checked subsequent thereto.)
(b) Mineral Estate and Interest described in Mineral Deed executed by
PRESCOTT INTERESTS, LTD. to JAMES B. OATES, TRUSTEE, filed July 23,
2015, recorded under CC# 2015-83519, Real Property Records, Denton
County, Texas. (Title to said interest not checked subsequent thereto.)
(c) Easement executed by W.J. PILGRIM and wife, ROXIE PILGRIM to DENTON
COUNTY ELECTRIC COOPERATIVE, INC. filed February 26, 1954, recorded
in Volume 403, Page 508, Deed Records of Denton County, Texas. (Blanket
Easement)
(d) Easement executed by W.J. PILGRIM to TEXAS TELEPHONE COMPANY
filed January 8, 1957, recorded in Volume 414, Page 147, Deed Records of
Denton County, Texas. Conveyance to GENERAL TELEPHONE COMPANY
OF THE SOUTHWEST (nka GTE SOUTHWEST INCORPORATED) as
evidenced by instrument filed June 24, 1957, recorded in Voluem 430, Page
226, Deed Records of Denton County, Texas. (Blanket Easement)
(e) Easements and building lines as shown on Plat recorded in Cabinet G,
Page 123, Plat Records, Denton County, Texas; as shown on survey dated
August 31, 2015 and revised September 23, 2015 and revised September
29, 2015, prepared by Todd B. Turner, RPLS #4859.
(f) Easements and building lines as shown on Plat recorded in Volume 13,
Page 18, Plat Records, Denton County, Texas; as shown on survey dated
August 31, 2015 and revised September 23, 2015 and revised September
29, 2015, prepared by Todd B. Turner, RPLS #4859.
(g) Billboard sign in place; protrusion of asphalt drive; gravel dirt path in
place; ssmn and sign in place; risers, signs, electric meter, water valve and
meter, in place; as shown on survey dated August 31, 2015 and revised
September 23, 2015, and revised September 29, 2015 prepared by Todd B.
Turner, RPLS #4859.
(h) No liability is assumed by reason of fence encroachmentlprotrusion; as
shown on survey dated August 31, 2015 and revised September 23, 2015
and revised September 29, 2015, prepared by Todd B. Turner, RPLS #4859.
(i) Terms and Conditions of that certain Unrecorded lease agreement between
Bert R. Moore, as Lessor, and Foster & Kleiser, a Metromedia Company
(sucessor-in-interest is Clear channel Outdoor, Inc.), as Lessee, entered
into that certain lease (Lse. #3084), dated May 10, 1979, which covers a
billboard site as shown on survey dated August 31, 2015 and revised
September 23, 2015 and September 29, 2015, prepared by Todd B. Turner,
Form T-1: Owner's Policy af Title Insurance Page 3
Continuation of Schedule B
� • � • 1 �
. -• ._ ■-•. -. .
• � -. .. - . . •
� • . - .. . .. . -• • ..-
� - . .-.' •- . � .. --. • ..- '- . . . �- .
.
Form T-1: Owner's Policy of Title Insurance Page 4
.. � �. �'� i '� � �
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1. The insurance provided by this endorsement is subject to the exclusions in Section 5 of this
endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in
Schedule B, and the Conditions in the policy.
2. For the purpases of this endorsement only:
a. "Covenant" means a covenant, condition, limitation or restriction in a document or
instrument in effect at Date of Policy.
"Improvement" means a building, structure, road, walkway, driveway, or curb, affixed to
either the Land or adjoining land and that by law constitutes real property, but excluding
any crops, landscaping, lawn, shrubbery, or trees.
c. "Private Right" means (i) an option to purchase; (ii) a right of �rst refusal; or (iii) a right
of prior approval of a future purchaser or occupant.
3. The Company insures against loss or damage sustained by the Insured by reason of:
a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an
exception in Schedule B of the policy identifies the violation;
b. Enforced removal of an Improvement located on the Land at Date of Policy as a result of
a violation, at Date of Policy, of a building setback line shown on a plat of subdivision
recorded or filed in the Public Records, unless an exception in Schedule B of the policy
identifies the violation;
c. A notice of a violation, recorded in the Public Records at Date of Policy, of an
enforceable Covenant relating to environmental protection describing any part of the
Land and referring to that Covenant, but only to the extent of the violation of the
Covenant referred to in that notice, unless an exception in 5chedule B of the policy
identifies the notice of the violation; or
d. Enforcement af a Private Right in a Covenant affecting the Title at Date of Policy based
on a transfer of Title on or before Date of Policy that causes a loss of the Insured's Title.
Form T-19.1: Restrictions, Encroachments, Minerals Endorsement - Owner's Policy
4. The Company insures against loss or damage sustained by reason af:
a. An encroachment of:
i. an Improvement located on the Land, at Date of Policy, onto adjoining land or onto
that portion af the Land subject to an easement; or
ii. an Impravement located on adjoining land onto the Land at Date of Policy
unless an exception in Schedule B of the policy identifes the encroachment otherwise
insured against in Sections 4.a.i. or 4.a.ii.; or
b. A fnal court arder or judgment requiring the removal from any land adjoining the Land
of an encroachment identified in Schedule B; or
c. Damage to an Improvement located on the Land, at Date of Policy that is located on or
encroaches onto that portion of the Land subject to an 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 ar reserved; or
d. Damage to an Improvement located on the Land on or after Date of Policy, resulting from
the future exercise of a right to use the surface of the Land for the extraction or
development of minerals or any other subsurface substances excepted from the
description of the Land or excepted in Schedule B.
5. This endorsement does not insure against loss or damage (and the Company will not pay
costs, attorneys' fees, or expenses) resulting from:
a. any Covenant contained in an instrument creating a lease;
b. any Covenant relating to obligations of any type to perform maintenance, repair,
or remediation on the Land;
c. except as provided in Paragraph 3.c, any Covenant relating to environmental protectian of
any kind or nature, including hazardous or toxic matters, conditions, or substances;
d. contamination, explosion, fire, fracturing, vibration, earthquake, or subsidence; or
e. negligence by a person or an Entity exercising a right to extract or develop minerals ar
other subsurface substances.
This endarsement 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 priar endorsements, (iii)
extend the Date of Policy, or (iv) increase the Amaunt of Insurance. To the extent a provision
of the policy or a previous endorsement is inconsistent with an express provision of this
Form T-19.1: Restrictions, Encroachments, Minerals Endorsement - Owner's Policy
endorsement, this endorsement contrals. Otherwise, this endorsement is subject to all of the
terms and provisions of the policy and of any prior endorsements.
' � � � � � � ►' .
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ya
Form T-19.1: Restrlctions, Encroachments, Minerals Endorsement - Owner°s Pol°rcy
Minerals and Surface Damage Endorsement (T-19.2)
Attached to Policy No. 103-0-146589; Applies to Parcel(s) 35998; 39393; 78289;
146392; 168132; 241477 & 241478
Issued by:
TITLE RESOURCES GUARANTY COMPANY
Herein called the Company
The Company insures the insured against loss which the insured shall sustain by
reason of 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 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.
TITLE RESOURCES GUARANTY COMPANY
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Form T-19.2: Minerals and Surface Damage Endorsement
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.
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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.
(fl "Knowledge" or "Known": actual knowledge, not constructive knowledge or notice that may be imputed to an Insured
by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title.
(g) "Land": the land described in Schedule A, and affixed improvements that by law constitute real property. The term
"Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title,
interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but this does not
modify or limit the extent that a right of access to and from the Land is insured by this policy.
(h) "Mortgage": mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic
means authorized by law.
(i) "Public Records": records established under state statutes at Date of Policy for the purpose of imparting
constructive notice of matters relating to real property to purchasers for value and without Knowledge. 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 Iocated.
Q) "Title": the estate or interest described in Schedule A.
(k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or
lessee of the Title or lender on the Title to be released from the obligation to purchase, lease or lend if there is a
contractual condition requiring the delivery of marketable title.
2. CONTINUATION OF INSURANCE.
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
Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 1/03/2014
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
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:
Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 1J03/2014
(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.
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.
Form T-1: Owner's Policy of Title Insurance (For Use Only in Texas) Effective 1/03/2014
(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
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
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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.
Title Resources Guaranty Company
Pr�vacy Po�icy i�ot�ce
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 Guaranty Company.
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.
Privacy Policy Notice
' ''� i �
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 abaut you and the categories of
persons or entities to whom it may be disctosed. 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. (66TITLE SOURCES").
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 callected 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 nonaffliated 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 INFO ATION ABOUT
YOU WITH ANYONE FOR ANY PU OSE THAT IS NOT SPECIFICALLY
� • � :;
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 pracedural safeguards that comply with federal regulations to guard your
nonpublic persanal information.
Privacy Policy Notice
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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 Guaranty Company
We may collect nanpublic persanal 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 specifcally 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 forrner
customers to our af�liates 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.
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We restrict access to nonpublic personal information about you to those employees who need to
know that inforrnation in order to provide products or services to you. We maintain physical,
electronic, and procedural safeguards that comply with federal regulations to guard your
nanpublic personal information.
G.F. Number 146589
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 Compan�ls toll-free telephone number for information or to
make a complaint; Title Resources Guaranty Company.
3. You may also write to Title Resources Guaranty Company at Title Resources Guaranty Company.
4. You may contact the Texas Department of Insurance to obtain information on companies,
coverages, rights or complaints at 1-800-252-3439.
5. You may write the Texas Department of Insurance,
P.O. Box 149104
Austin, TX 78714-9104
Fax: (512) 475-1771
Web: http://www.tdi.state.tx.us
E-mail: ConsumerProtection@.tdi.state.tx.us
PREMIUM OR CLAIM DISPUTES:
Should you have a dispute concerning your premium or about a claim you should contact the title insurance
agent first. If the dispute is not resolved, you may contact the Texas Department of Insurance.
ATTACH THIS NOTICE TO YOUR POLICY:
This notice is for information only and does not become a part or condition of the attached document.
AVISO IMPORTANTE
Para obtener informacion o para someter una queja:
1. Puede comunicarse con su agente de seguro de titulo al 940-381-1006.
2. Usted puede Ilamar al numero de telefono gratis de Title Resources Guaranty Company's para
informacion o para someter una queja al Title Resources Guaranty Company.
3. Usted tambien puede escribir a Title Resources Guaranty Company: Title Resources Guaranty
Company.
4. Puede comunicarse con el Departamento de Seguros de Texas para obtener informacion acerca de
companias, coberturas, derechos o quejas al: 1-800-252-3439
5. Puede escribir al Departamento de Seguros de Texas:
P.O. Box 149104
Austin, TX 78714-9104
Fax: (512) 475-1771
Web: http://www.tdi.state.tx.us
E-mail: ConsumerProtection@tdi.state.tx.us
DISPUTAS SOBRE PRIMAS O RECLAMOS:
Si tiene una disputa concerniente a su prima o a un reclamo, debe comunicarse con el agente de seguro de
titulo primero. Si no se resuelve la disputa, puede entonces comunicarse con el departamento (TDI).
UNA ESTE AVISO A SU POLIZA: Este aviso es solo para proposito de informacion y no se convierte en
parte o condicion del documento adjunto.