2016-396S:\Legal\Our pocuments\OrdinancesU 6\Epic Development Contract of Sale.docx
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AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER, OR HIS DESIGNEE, TO EXECUTE A CONTRACT OF SALE BY AND
BETWEEN EPIC DEVELOPMENT, INC., A DELAWARE CORPORATION ("OVJNER")
AND THE CITY OF DENTON, TEXAS (`BUYER"), REGARDING THE SALE AND
PURCHASE OF FEE SIMPLE TO AN APPROXIMATELY 5.782 ACRE TRACT, MORE OR
LESS, SITUATED IN THE J, WHITE SURVEY, ABSTRACT NO. 1433, DENTON COUNTY,
TEXAS (THE 66PROPERTY INTEREST99), FOR THE PURCHASE PRICE OF THREE
HUNDRED THIRTY NINE THOUSAND SEVEN HUNDRED SIXTY EIGHT DOLLARS AND
NO/100 ($339,768.00}, AND OTHER CONSIDERATION, AS PRESCRIBED IN THE
CONTRACT OF SALE; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR;
AND PROVIDING AN EFFECTIVE DATE.
VVHEREAS, through an analysis of its existing facilities, the Denton Fire Department made
a recommendation for the addition and placement of future facilities ta better serve the citizens of
Denton; and
WHEREAS, a site for a fire station in the southeast portian of the City was recammended
to meet the desired response time criteria; and
WHEREAS, appraval of the purchase under consideration authorizes staff to proceed to
closing the purchase transaction with the property owner; and
WHEREAS, the City Council of the City af Denton hereby finds that the Contract of Sale
between the City and Epic Development, Inc. serves a municipal and public use and is in the public
interest; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated
by reference into the body of this Ordinance as if fully set farth herein.
SECTION 2. The City Manager, or his designee, is hereby authorized to execute the
Contract of 5ale, attached hereto and incorporated herein by reference, and ta carry out the duties
and responsibilities of the City under the Contract of Sale, including the expenditure of funds as
provided in the Contract.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval. ��������
PASSED AND APPROVED this the �_ day of � , 2016.
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�" �ti� � �v',��TTS, MAYOR
S:\Legal\Our pocuments\OrdinancesU 6\Epic Development Contract of Sale.docx
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY; _.����'.. ��� .�.�..._.. °�� �_,�����......: �,
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
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BY: %° � �,��,,�-� ��- � a_ar�"
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STATE OF TEXAS §
CONTRACT OF SALE
1���71:Y [y':�I
[Execution]
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"�'l7is Contr��t c��'�al� (t•�icre��c�.�i tc� herein a� tl�e "Contract" and this "�.c�r���-acl") is �na�i�
this � f°�'�c�ay of ��w��,� :„� _m.�, 2016, e�"�"e�five as of the date of exu���tic��� h��•u€��" ��y
Buyer, as defined herein (the "Effective Date"), by and between Epic Development, Inc., a
Delaware corporation (referred to herein as "Seller") and the City of Denton, Texas, a Home
Rule Municipal Gorporation of Denton County, Texas (referred to herein as "Buyer").
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WHEREAS, Seller owns that certain tract of land being more particularly described on
Exhibit "A", attached hereto and made a part hereof for all purposes, being located in Denton
County, Texas (the "Land"); and
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to buy from Seller, the
Land, together with any and all rights or interests of Seller in and to adjacent streets, alleys and
rights of way and together with all and singular the improvements and fixtures thereon and all
other rights and appur,tenances to the Land (collectively, the "Property").
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For the consideration hereinafter set forth, and upon the terms, conditions and provisions
herein contained, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from
Seller, the Property.
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2.01 Purchase Price. The Purchase Price to be paid to Seller for the Property is the sum of
Three Hundred Thirty Nine Thousand Seven Hundred Sixty Eight and No/100 Dollars
($339,768.00) (the "Purchase Price").
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2.02 Earnest Money. Buyer shall deposit the sum of Five Thousand and No/100 Dollars
($5,000.00), as "Earnest Money" (herein so called) with Reunion Title, 2745 Wind River Lane,
Denton, TX 76210 (the "Title Company"), as escrow agent, within fourteen (14) calendar days
after the Effective Date hereof. All interest earned thereon shall become part of the Earnest
Money and shall be applied or disposed of in the same manner as the original Earnest Money
deposit, as provided in this Contract. If the purchase contemplated hereunder is consummated in
accordance with the terms and the provisions hereof, the Earnest Money, together with all
interest earned thereon, shall be applied to the Purchase Price at "Closing" (as defined in Section
7.01). In all other events, the Earnest Money, and the interest accrued thereon, shall be disposed
of by the Title Company as provided in this Contract.
2.03 Independent Contract Consideration. Within fourteen (14) calendar days after the
Effective Date, Buyer shall deliver to the Title Company, payable to and for the beneft of Seller,
a check in the amount of One Hundred and No/100 Dollars ($100.00) (the "Independent Contract
Consideration"), which amount the parties hereby acknowledge and agree has been bargained for
and agreed to as consideration for Seller's execution and delivery of the Contract. ' The
Independent Contract Consideration is in addition to, and independent of any other consideration
or payment provided in this Contract, is non-refundable, and shall be retained by Seller
notwithstanding any other provision of this Contract.
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3.01 Title Commitment.
(a) Seller shall cause to be furnished to Buyer, at Buyer's sole cost and expense, a current
commitment for title insurance (the "Title CommitmenY') for the Property, issued by
Title Company. Seller will use commercially reasonable efforts to cause the Title
Commitment to be delivered to Buyer within twenty (20) calendar days after the
Effective Date. The Title Commitment shall set forth the state of title to the Property,
including a list of liens, mortgages, security interests, encumbrances, pledges,
assignments, claims, charges, leases (surface, space, mineral, or otherwise), conditions,
restrictions, options, severed mineral or royalty interests, conditional sales contracts,
rights of first refusal, restrictive covenants, exceptions, easements (temporary or
permanent), rights-of-way, encroachments, or any other outstanding claims, interests,
estates or equities of any nature (each of which are referred to herein as an "Exception").
(b) Along with the Title Commitment, Seller shall also cause to be delivered to Buyer, at
Buyer's sole cost and expense, true and correct copies of all instruments that create or
evidence Exceptions (the "Exception Documents"), including those described in the Title
Commitment as exceptions to which the conveyance will be subject and/or which are
required to be released or cured at or prior to Closing.
3.02 Survey. Seller shall cause to be prepared at Buyer's expense, a current on-the-ground
survey of the Property (the "Survey"). Seller will use commercially reasonable efforts to cause
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the Survey to be delivered to Buyer within thirty (30) days after the Effective Date. The contents
of the Survey shall be prepared by a surveyor selected by Buyer and reasonably acceptable to
Seller and shall include the matters reasonably prescribed by Buyer, which may include but not
be limited to, a depiction of the location of all roads, streets, easements and rights of way, both
on and adjoining the Property, water courses, 100 year flood plain, fences and improvements and
structures of any kind and other matters provided in items 1-4, 6, 7a, 8, 10 and 11 of Table A of
the ALTA Minimum Standard Detail Requirements. The Survey shall describe the size of the
Property, in acres, and contain a metes and bounds description thereof. Seller shall furnish or
cause to be furnished any affdavits, certificates, assurances, and/or resolutions as reasonably
required by the Title Company in order to amend the survey exception as required by Section
3.05, below; provided, however, that Seller will have no obligation to incur any cost or liability
in connection with any of the foregoing other than a standard owner's affidavit that is consistent
with a special warranty deed. The boundary description of the Property as set forth in the
Survey, at the Buyer's election and upon Seller's approval, which approval Seller will not
unreasonably withhold, shall be used to describe the Property in the deed to convey the Property
to Buyer and shall be the description set forth in the Title Policy. Notwithstanding the Survey of
the Property, the Purchase Price for the Property, as prescribed by Section 2.01, above, shall not
be adjusted in the event the Survey shall determine the Property to be either larger or smaller
than that depicted in Exhibit "A", attached hereto.
3.03 Review of Title Cornmitment, Survey and Exception Doeuments. Buyer shall have a
period of fifteen (15) calendar days (the "Title Review Period") commencing with the day Buyer
receives the last of the Title Commitment, the Survey, and the Exception Documents, in which to
give written notice to Seller, specifying Buyer's objections to one or more of the items
("Objections"), if any. All items set forth in the Schedule C of the Title Commitment, and all
other items set forth in the Title Commitment which are required to be released or otherwise
satisfied by Seller at or prior to Closing, shall be deemed to be Objections without any action by
Buyer.
3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall, within
twenty (20) calendar days after Seller is provided notice of Objections, either satisfy the
Objections at Seller's sole cost and expense or promptly notify Buyer in writing of the
Objections that Seller cannot or wi(1 not satisfy at Seller's expense. Notwithstanding the
foregoing sentence, Seller shall, in any event, be obligated to cure those Objections or
Exceptions that have been voluntarily placed on or against the Property by Seller after the
Effective Date. If Seller fails or refuses to satisfy any Objections that Seller is not obligated to
cure within the allowed twenty (20) calendar day period, as may be extended by Buyer, in its
sole discretion, then Buyer has the option of either:
(a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller prior to
Closing, in which event those Objections shall become "Permitted Exceptions"(herein so
called), or
(b) terminating this Contract by notice in writing prior to Closing and receiving back the
Earnest Money, in which latter event Seller and Buyer shall have no further obligations,
one to the other, with respect to the subject matter of this Contract.
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3.05 Title Policy. At Closing, Seller, at Buyer's sole cost and expense, shall cause a standard
Texas Owner's Policy of Title Insurance ("Title Policy") to be furnished to Buyer. The Title
Policy shall be issued by the Title Company, in the amount of the Purchase Price and insuring
that Buyer has indefeasible fee simple title to the Property, subject only to the Permitted
Exceptions. The Title Policy may contain only the Permitted Exceptions and shall contain no
other exceptions to title, with the standard printed or common exceptions amended or deleted as
follows:
(a) survey exception must be amended if required by Buyer to read "shortages in area" only
(although Schedule C of the Title Commitment may condition amendment on the
presentation of an acceptable survey and payment, to be borne solely by Buyer, of any
required additional premium);
(b) no exception will be permitted for "visible and apparent easements" or words to that
effect (although reference may be made to any specific easement or use shown on the
Survey, if a Permitted Exception);
(c) no exception will be permitted for "rights of parties in possession", unless otherwise
agreed by Buyer;
(d) no liens will be shown on Schedule B.
Notwithstanding the enumeration of the following exceptions, amendments and/or
deletions, Buyer may object to any Exception it deems material, in its sole discretion during the
Title Review Period.
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4.01 Review Period. Any term or provision of this Contract notwithstanding, the obligations
of Buyer specified in this Contract are wholly conditioned on Buyer's having determined, in
Buyer's sole and absolute discretion, during the period commencing with the Effective Date of
this Contract and ending forty five (45) calendar days thereafter (the "Absolute Review Period"),
based on such appraisals, tests, examinations, studies, investigations and inspections of the
Property the Buyer deems necessary or desirable, including but not limited to studies or
inspections to determine the existence of any environmental hazards or conditions, performed at
Buyer's sole cost, that Buyer finds the Property suitable for Buyer's purposes. Buyer is granted
the right to conduct engineering studies of the Property, and to conduct a physical inspection of
the Property, including inspections that invade the surface and subsurface of the Property. If
Buyer determines, in its sole judgment, that the Property is not suitable, for any reason, for
Buyer's intended use or purpose, the Buyer may terminate this Contract by written notice to the
Seller, as soon as reasonably practicable, but in any event prior to the expiration of the Absolute
Review Period, in which case the Earnest Money will be returned to Buyer, and neither Buyer
nor Seller shall have any further duties or obligations hereunder. In the event Buyer elects to
terminate this Contract pursuant to the terms of this Article IV, Section 4.01, Buyer will provide
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to Seller, if requested by Seller, copies of (i) any and all non-confidential and non-privileged
reports and studies obtained by Buyer during the Absolute Review Period; and (ii) the Survey. If
Buyer does not terminate this Contract before the expiration of the Absolute Review period,
Buyer will be deemed to have waived its right to terminate this contract under this Section 4.01.
ARTICLE V
I�LI�RL���i'�"A`T'T�1�tS, �'i'�F�R�,i'�l'� �1��,
�COVENANTS AND AGREEMENTS
5.01 Representations and Warranties of Seller. To induce Buyer to enter into this Contract
and consummate the sale and purchase of the Property in accordance with the terms and
provisions herewith, Seller represents and warrants to Buyer as of the Effective Date and as of
the "Closing Date" (as defined in Section 7.01), except where specific reference is made to
another date, that:
(a) The descriptive information concerning the Property set forth in this Contract is
complete, accurate, true and correct.
(b) There are no adverse or other parties in possession of the Property or any part thereof,
and no party has been granted any license, lease or other right related to the use or
possession of the Property, or any part thereof, except those described in the Leases, as
defined in Article V, Section 5.02(a).
(c) The Seller has good and marketable fee simple title to the Property, subject only to the
Permitted Exceptions.
(d) The Seller has the full right, power, and authority to sell and convey the Property as
provided in this Contract and to carry out Seller's obligations hereunder.
(e) The Seller has not received notice of, and has no other knowledge or information of, any
pending or threatened judicial or administrative action, or any action pending or
threatened by adjacent landowners or other persons against or affecting the Property.
(f� The Seller has paid all real estate and personal property taxes, assessments, excises, and
levies that are presently due, if any, which are against or are related to the Property, or
will be due as of the Closing, and the Property will be subject to no such liens.
(g) Seller has not contracted or entered into any agreement with any real estate broker, agent,
finder, or any other party in connection with this transaction or taken any action which
would result in any real estate broker commissions or finder's fee or other fees payable to
any other party with respect to the transactions contemplated by this Contract.
(h) All Leases, as defined in Article V, Section 5.02(a), shall have expired or otherwise
terminated and any and all tenants or parties occupying the Property pursuant to the
Leases shall have permanently abandoned and vacated the Property, including without
limitation, all personal property of any such tenants or parties, on or before the Closing
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(i) The Seller is not a"foreign person" as defined in Section 1445 of the Internal Revenue
Code of 1986, as amended.
5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as
follows:
(a) Within ten (10) calendar days after the Effective Date, Seller, at Seller's sole cost and
expense, shall deliver to Buyer, with respect to the Property, true, correct, and complete
copies of the following:
(i) All lease agreements and/or occupancy agreements and/or licenses of any kind or
nature (if oral, Seller shall provide to Buyer in writing all material terms thereo�
relating to the possession of the Property, or any part thereof, including any and
all modifications, supplements, and amendments thereto (the "Leases").
(b) From the Effective Date until the Closing Date or earlier termination of this Contract,
Seller shall:
(i) Not enter into any written or oral contract, lease, easement or right of way
agreement, conveyance or any other agreement of any kind with respect to, or
affecting, the Property that will not be fully performed on or before the Closing or
would be binding on Buyer or the Property after the Closing Date.
(ii) Advise the Buyer promptly of any litigation, arbitration, or administrative
hearing, or claims related thereto, concerning or affecting the Property.
(iii) Not take, or omit to take, any action that would result in a violation of the
representations, warranties, covenants, and agreements of Seller.
(iv) Not sell, assign, lease or convey any right, title or interest whatsoever in or to the
Property, or create, grant or permit to be attached or perfected, any lien,
encumbrance, or charge thereon.
(c) Seller shall indemnify and hold Buyer harmless, to the extent permitted by law, from all
loss, liability, and expense, including, without limitation, reasonable attorneys' fees,
arising or incurred as a result of any liens or claims resulting from labor or materials
furnished to the Property under any written or oral contracts arising or entered into prior
to Closing.
(d) On or before Closing, Seller shall remove (i) any waste material or debris that are located
upon, or may accumulate or otherwise be placed on the Property (the "Waste Material"),
from the Property and dispose of same in accordance with all applicable statutes,
regulations, rules, orders and ordinances; and (ii) all personal property from the Property.
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It is expressly stipulated that (i) the Waste Material shall be deemed at all times the
property of Seller; and (ii) Buyer may retain, destroy, or dispose of any property, of any
kind or type, left or remaining on the Property at Closing (the "Abandoned Property"),
without liability of any kind to Buyer and without payment of consideration of any kind
to Seller. In the event Buyer shall elect to store said Abandoned Property, Buyer may
store such Abandoned Property in the name, and at the expense, of Buyer.
5.02.A. Warranty of Buyer; Property Condition. Buyer represents and warrants to Seller that
it has made, or will make prior to Closing, an independent inspection and evaluation of the
Property and acknowledges that Seller has made no statements or representations concerning the
present or future value of the Property, or the condition, including the environmental condition,
of the Property.
Except as otherwise specifically represented and warranted by Seller in this Contract,
SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED,
STATUTORY, OR IMPLIED, AS TO THE VALUE, QUALITY, QUANTITY, PHYSICAL
AND ENVIRONMENTAL CONDITION OF THE PROPERTY AND/OR MATERIALS
CONTAINED OR LOCATED 1N, ON OR UNDER THE PROPERTY, THE NATURE OF THE
PAST OR HISTORIC USE OF THE PROPERTY, AND/OR MERCHANTABILITY OR
FITNESS FOR PURPOSE OF ANY OF THE PROPERTY. Buyer further acknowledges that it
has relied solely upon its independent evaluation and examination of the Property, and public
records relating to the Property and the independent evaluations and studies based
thereon. Seller makes no warranty or representation as to the accuracy, completeness or
usefulness of any information furnished to Buyer, if any, whether furnished by Seller or any third
party. Seller assumes no liability for the accuracy, completeness or usefulness of any material
furnished by Seller, if any, and/or any other person or party. Reliance on any material so
furnished is expressly disclaimed by Buyer, and shall not give rise to any cause, claim or action
against Seller.
5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in this
Contract, the representations, warranties, covenants and agreements of Seller and Buyer
contained in this Contract shall survive the Closing, and shall not, in any circumstance, be
merged with the Special Warranty Deed, as described in Article VII, Section 7.02(a).
ARTICLE VI
CONDITIONS PRF_,C'F,nF.NT TQ ,1�C�,I+C7�I�MANC'.F.
6.01 Performance of Seller's Obligations. Buyer is not obligated to perform under this
Contract unless, within the designated time periods, all of the following shall have occurred:
(a) Seller has performed, furnished, or caused to be furnished to Buyer all items required to
be so performed or furnished under other sections of this Contract; and
(b) Seller cures or Buyer waives in writing, within the time periods specified in Article III,
all of Buyer's objections made in accordance with Article III.
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[Execution]
6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements. Buyer
is not obligated to perform under this Contract unless all representations, warranties, covenants
and agreements of Seller contained in this Contract are true and correct or have been performed,
as applicable, as of the Closing Date, except where specific reference is made to another date.
6.03 Adverse Change. Buyer is not obligated to perform under this Contract, if on the date of
Closing, any portion of the Property has been condemned by an entity other than Buyer, or is the
subject of condemnation, eminent domain, or other material proceeding initiated by an entity
other than Buyer, or the Property, or any part thereof, has been materially and adversely impaired
in any manner.
6.04 Review Period. Buyer is not obligated to perform under this Contract if Buyer delivers
notice to Seller pursuant to Article IV, Section 4.01 that Buyer has determined that the Property
is unsuitable to or for Buyer's purposes.
6.05 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything contained in
this Contract to the contrary, Buyer may, at Buyer's option, elect to waive any of the conditions
precedent to the performance of Buyer's obligations under this Contract by giving to the Seller,
at any time prior to Closing, a written waiver specifying the waived condition precedent.
6.06 Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any of the
conditions precedent to the performance of Buyer's obligations under this Contract have not
been satisfied by Seller or waived by the Buyer, the Buyer may, by giving written notice to
Seller, terminate this Contract. On Buyer's termination, the Earnest Money shall be immediately
returned to Buyer by the Title Company. The Seller shall, on written request from Buyer,
promptly issue the instructions necessary to instruct the Title Company to return to Buyer the
Earnest Money and, thereafter, except as otherwise provided in this Contract, Buyer and Seller
shall have no further obligations under this Contract, one to the other.
ARTICLE VII
CLOSING
7.01 Date and Place of Closing. The "Closing" (herein so called) shall take place in the
offices of the Title Company and shall be accomplished through an escrow to be established with
the Title Company, as escrowee. The "Closing Date" (herein sometimes called), shall be ninety
(90) calendar days after the Effective Date, unless otherwise mutually agreed upon by Buyer and
Seller.
7.02 Items to be Delivered at the Closing.
(a) Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer or the Title
Company, at the expense of the party designated herein, the following items:
(i) The Title Policy, in the form specified in Article III, Section 3.05;
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[Execution]
(ii) The Special Warranty Deed, substantially in the form as attached hereto as
Exhibit "B", subject only to the Permitted Exceptions, if any, duly executed by
Seller and acknowledged;
(iii) Other items reasonably requested by the Title Company that are consistent with a
special warranty deed as administrative requirements for consummating the
Closing.
(b) Buyer• At the Closing, Buyer shall deliver to Seller or the Title Company, the following
items:
(i) The sum required by Article II, Section 2.01, less the Earnest Money and interest
earned thereon, in the form of a check or cashier's check or other immediately
available funds;
(ii) Other items reasonably requested by the Title Company as administrative
requirements for consummating the Closing.
7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in this
Contract and without limiting the general application of the provisions of Section 5.03, above,
the provisions of this Article VII, Section 7.03 shall survive the Closing. The following item
shall be adjusted or prorated between Seller and Taxing Authority with respect to the Property:
(a) Ad valorem taxes relating to the Property for the calendar year in which the Closing shall
occur shall be prorated and submitted by Seller to the Denton County Tax Assessor as of
the Closing Date. Ad valorem tax for the calendar year in which the Closing shall occur
shall be tendered under Texas Property Tax Code Section 26.11. If the actual amount of
taxes for the calendar year in which the Closing shall occur is not known as of the
Closing Date, the proration at Closing shall be based on the amount of taxes due and
payable with respect to the Property for the preceding calendar year. 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 Closing) and Buyer shall pay for those taxes
attributable to the period of time commencing with the Closing Date.
7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at Closing.
7.05 Costs of Closing. Each party is responsible for paying the legal fees of its counsel, in
negotiating, preparing, and closing the transaction contemplated by this Contract. Seller is
responsible for paying fees, costs and expenses identified herein as being the responsibility of
Seller. Buyer is responsible for paying all other fees, costs and expenses related to Closing.
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ARTICLE VIII
DEFAULTS .��tii RF.MF.DiFS
8.01 Seller's Defaults and Buyer's Remedies.
(a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any one or
more of the following events:
(i) Any of Seller's warranties or representations contained in this Contract are untrue
on the Closing Date; or
(ii) Seller fails to meet, comply with or perform any covenant, agreement, condition
precedent or obligation on Seller's part required within the time limits and in the
manner required in this Contract; or
(iii) Seller fails to deliver at Closing, the items specified in Article VII, Section
7.02(a) of this Contract for any reason other than a default by Buyer or
termination of this Contract by Buyer pursuant to the terms hereof prior to
Closing.
(b) Buyer's Remedies. If Seller is in default under this Contract, Buyer as Buyer's remedies
for the default, may, at Buyer's sole option, do one (but not more than one) of the
following:
(i) Terminate this Contract by written notice delivered to Seller in which event the
Buyer shall be entitled to a return of the Earnest Money, and Seller shall,
promptly on written request from Buyer, execute and deliver any documents
necessary to cause the Title Company to return to Buyer the Earnest Money; or
(ii) Enforce specific performance of this Contract against Seller, requiring Seller to
convey the Property to Buyer subject to no liens, encumbrances, exceptions, and
conditions other than those shown on the Title Commitment, whereupon Buyer
shall waive title objections, if any, and accept such title without reduction in
Purchase Price on account of title defects and shall be entitled to assert ariy rights
for damages based on Seller's representations, warranties and obligations that are
not waived by Buyer by its acceptance of Seller's title.
8.02 Buyer's Default and Seller's Remedies.
(a) Buyer's Default. Buyer is in default under this Contract if Buyer fails to deliver at
Closing, the items specified in Article VII, Section 7.02(b) of this Contract for any
reason other than a default by Seller under this Contract or termination of this Contract
by Buyer pursuant to the terms hereof prior to Closing.
(b) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's sole and
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exclusive remedy for the default, may, at Seller's sole option, do either one of the
following:
(i) Terminate this Contract by written notice delivered to Buyer in which event the
Seller shall be entitled to a return of the Earnest Money, and Buyer shall,
promptly on written request from Seller, execute and deliver any documents
necessary to cause the Title Company to return to Seller the Earnest Money; or
(ii) Enforce specific performance of this Contract against Buyer.
ARTICLE IX
MISCE�.LANEOUS
9.01 Notice. All notices, demands, requests, and other communications required hereunder
shall be in writing, delivered, unless expressly provided otherwise in this Contract, by telephonic
facsimile, by hand delivery or by United States Mail, and shall be deemed to be delivered and
received, upon the earlier to occur of (a) the date provided if provided by telephonic facsimile or
hand delivery, and (b) the date of the deposit of, in a regularly maintained receptacle for the
United States Mail, registered or certifed, return receipt requested, postage prepaid, addressed as
follows:
�
Epic Development, Inc.
Real Estate and Capital Support
One Park Plaza
Nashville, TN 37203
Email: Jim.Gray@hcahealthcare.com
Telecopy: (615) 344-2137
Copies to:
For Seller:
Waller Lansden Dortch & Davis, LLP
511 Union Street, Suite 2700
Nashville, TX 37219
Attn: Carla F. Fenswick
Email: carla.fenswick@wallerlaw.com
Telecopy: (615) 244-6804
I: '
City of Denton
Real Estate Department
Attention: Paul Williamson
901-A Texas Street
Denton, Texas 76209
Telecopy: (940) 349-8951
F��ar ��.�v��°;
Larry Collister, Deputy City Attorney
City Attorney's Offtce
215 E. McKinney
Denton, Texas 76201
Telecopy: (940) 382-7923
9.02 Governing Law and Venue. This Contract is being executed and delivered and is
intended to be performed in the State of Texas, the laws of Texas governing the validity,
construction, enforcement and interpretation of this Contract. THIS CONTRACT IS
PERFORMABLE IN, AND THE EXCLUSIVE VENUE FOR ANY ACTION BROUGHT
WITH RESPECT HERETO, SHALL LIE 1N DENTON COUNTY, TEXAS.
11
4811-0461-0621.2
[Execution]
9.03 Entirety and Amendments. This Contract embodies the entire agreement between the
parties and supersedes all prior agreements and understandings, if any, related to the Property,
and may be amended or supplemented only in writing executed by the party against whom
enforcement is sought.
9.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller and
Buyer, and their respective devisees, heirs, successors and assigns. If requested by Buyer, Seller
agrees to execute, acknowledge and record a memorandum of this Contract in the Real Property
Records of Denton County, Texas, imparting notice of this Contract to the public.
9.05 Risk of Loss. If any damage to the Property shall occur prior to Closing, or if any
condemnation or any eminent domain proceedings are threatened or initiated by an entity or
party other than Buyer that might result in the taking of any portion of the Property, Buyer may,
at Buyer's option, do any of the following:
(a) Terminate this Contract and withdraw from this transaction without cost, obligation or
liability, in which case the Earnest Money shall be immediately returned to Buyer; or
(b) Consummate this Contract, in which case Buyer, with respect to the Property, shall be
entitled to receive (i) in the case of damage, all insurance proceeds, if any; and (ii) in the
case of eminent domain, all proceeds paid for the Property related to the eminent domain
proceedings.
Buyer shall have ten (10) calendar days after receipt of written notifcation from Seller on
the final settlement of all condemnation proceedings or insurance claims related to
damage to the Property, in which to make Buyer's election. In the event Buyer elects to
close prior to such final settlement, then the Closing shall take place as provided in
Article VII, above, and there shall be assigned by Seller to Buyer at Closing, in form and
substance satisfactory to Buyer, all interests of Seller in and to any and all insurance
proceeds or condemnation awards which may be payable to Seller on account of such
event. In the event Buyer elects to close upon this Contract after final settlement, as
described above, Closing shall be held five (5) business days after such final settlement.
If Buyer does not make an express election within the ten calendar day period described
above, then Buyer will be deemed to have elected to consummate this contract and
proceed to the Closing.
9.06 Further Assurances. In addition to the acts and deeds recited in this Contract and
contemplated to be performed, executed and/or delivered by Seller and Buyer, Seller and Buyer
agree to perform, execute and/or deliver, or cause to be performed, executed and/or delivered at
the Closing or after the Closing, any further deeds, acts, and assurances as are reasonably
necessary to consummate the transactions contemplated hereby. Notwithstanding anything to the
contrary contained in this Contract and without limiting the general application of the provisions
of Section 5.03, above, the provisions of this Article IX, Section 9.06 shall survive Closing.
9.07 Time is of the Essence. It is expressly agreed between Buyer and Seller that time is of
the essence with respect to this Contract.
12
4811-0461-0621.2
[Execution]
9.08 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are
incorporated in and made a part of, this Contract for all purposes.
9.09 Delegation of Authority. Authority to take any actions that are to be, or may be, taken
by Buyer under this Contract, including without limitation, adjustment of the Closing Date, are
hereby delegated by Buyer, pursuant to action by the City Council of Denton, Texas, to the City
Manager, or his designee.
9.10 Contract Execution. This Contract of Sale may be executed in any number of
counterparts, all of which taken together shall constitute one and the same agreement, and any of
the parties hereto may execute this Agreement by signing any such counterpart.
9.11 Business Days. If the Closing Date or the day of performance required or permitted
under this Contract falls on a Saturday, Sunday or Denton County holiday, then the Closing Date
or the date of such performance, as the case may be, shall be the next following regular business
day.
SELLER:
�pi y���v�.l��at�x� � Inc., a i) vv�r� ���rpcaE-ati�t�
'` ✓�
�f
, ,........ ...... __ ...........W.,...
By: Nicholas L. Paul
Its: Vice President
Executed by Seller on the I 5� day of �2 C e,�, �P R_ 2016,.
BUYER:
.� � �
� ��
By: �'
r __...� ...�.�--
HOWARD MARTIN,
INTERIM CITY MANA .7�:P..
Executed by Buyer on the �q�� day of ����" „������_ . _2016.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
13
astr-aa6i-o�zi.z
[Execution]
••••• �• • ,••
� . :' ' •''
'�....��. `� ,.�-.�_
BY: .� r,�'`� �
14
4811-Q46i-Q6212
[Execution]
. � � . � � • .
By its execution below, Title Company acknowledges receipt of an executed copy of this
Contract. Title Company agrees to comply with, and be bound by, the terms and provisions of
this Contract to perform its duties pursuant to the provisions of this Contract and comply with
Section 6045(e) of the Internal Revenue Code of 1986, as amended from time to time, and as
further set forth in any regulations or forms promulgated thereunder.
TITLE COMPANY:
Reunion Title
2745 Wind River Lane
Denton, TX 76210
(940) 382-3030
:
Printed Name:
Title:
Contract receipt date: , 2016
15
4811-0461-0621.2
[Execution]
EXHISIT 66 A 59
��
to
Contract of Sale
Legal Description
BEING A TRACT OF LAND LOCATED IN THE J. WHITE SURVEY, ABSTRACT No.
1433, DENTON COUNTY, TEXAS, BEING ALL OF LOT 4, BLOCK 1, DENTON
REGIONAL MEDICAL CENTER — PHASE 3, AN ADDITION TO THE CITY OF DENTON,
DENTON COUNTY, TEXAS, ACCORDING TO THE PLAT RECORDED 1N CABINET Y,
PAGE 99, PLAT RECORDS, DENTON COUNTY, TEXAS (P.R.D.C.T.), AND BEING A
PORTION OF A TRACT OF LAND DESCRIBED AS TRACT 1 IN A DEED TO EPIC
DEVELOPMENT, 1NC., RECORDED 1N VOLUME 3245, PAGE 699, DEED, DENTON
COUNTY, TEXAS (D.R.D.C.T.), AND BEING MORE PARTICULARLY DESCRIBED BY
METES AND BOUNDS AS FOLLOWS:
BEGINNING AT A POINT IN THE NORTHEAST RIGHT-OF-WAY LINE OF COLORADO
BOULEVARD (A VARIABLE WIDTH RIGHT-OF-WAY), SAID PO1NT BE1NG THE WEST
CORNER OF SAID LOT 4 AND THE SOUTH CORNER OF LOT 1R, BLOCK 1, DENTON
REGIONAL MEDICAL CENTER — PHASE 3, AN ADDITION TO THE CITY OF DENTON,
DENTON COUNTY, TEXAS, ACCORDING TO THE PLAT RECORDED 1N DOCUMENT
No. 2009-20, OFFICIAL RECORDS, DENTON COLINTY, TEXAS (O.R.D.C.T.);
THENCE N 48°33'32" E, DEPARTING THE NORTHEAST RIGHT-OF-WAY LINE OF
SAID COLORADO BOULEVARD, ALONG THE NORTHWEST LINE OF SAID LOT 4
AND THE SOUTHEAST LINE OF SAID LOT 1R, A DISTANCE OF 220.54 FEET TO A
POINT, BEING THE NORTH CORNER OF SAID LOT 4, THE EAST CORNER OF SAID
LOT 1R, AND THE MOST WESTERLY SOUTH CORNER OF LOT 2, BLOCK 1 DENTON
REGIONAL MEDICAL CENTER — PHASE 3, AN ADDITION TO THE CITY OF DENTON,
DENTON COUNTY, TEXAS, ACCORDING TO THE PLAT RECORDED 1N DOCUMENT
No. 2009-87, O.R.D.C.T.;
THENCE S 66°55'S457 E, ALONG THE NORTHEAST L1NE OF SAID LOT 4 AND THE
SOUTHWEST LINE OF SAID LOT 2, A DISTANCE OF 91.65 FEET TO A 1/2" IRON ROD
FOUND WITH A CAP STAMPED "WIER & ASSOC 1NC", SAID IRON ROD BEING THE
EAST CORNER OF SAID LOT 4 AND MOST EASTERLY SOUTH CORNER OF SAID LOT
2;
THENCE N 48°33'32" E, ALONG THE SOUTHEAST LINE OF SAID LOT 2, A DISTANCE
OF 418.16 FEET TO A 1/2" IRON ROD FOUND WITH A CAP STAMPED "WIER & ASSOC
INC" IN THE SOUTHWEST L1NE OF LOT 3, BLOCK 1, DENTON REGIONAL MEDICAL
CENTER — PHASE 3, AN ADDITION TO THE CITY OF DENTON, DENTON COUNTY,
TEXAS, ACCORDING TO THE PLAT RECORDED IN CABINET X, PAGE 366, P.R.D.C.T.,
16
4811-0461-0621.2
[Execution]
THENCE S 39°12'S8" E, ALONG THE SOUTHWEST LINE OF SAID LOT 3 AND ALONG
THE SOUTHWEST L1NE OF BLOCK 1, DENTON REGIONAL MEDICAL CENTER —
PHASE 3, AN ADDITION TO THE CITY OF DENTON, DENTON COUNTY, TEXAS,
ACCORDING TO THE PLAT RECORDED IN DOCUMENT No. 2015-118, O.R.D.C.T., A
DISTANCE OF 483.47 TO A POINT;
THENCE S 22°25'S6" W, A DISTANCE OF 159.46 FEET TO A PO1NT 1N THE NORTH
L1NE OF LOT 2, BLOCK 1 DENTON REGIONAL MEDICAL CENTER — PHASE 2, AN
ADDITION TO THE CITY OF DENTON, DENTON COUNTY, TEXAS, ACCORDING TO
THE PLAT RECORDED IN CABINET Q, PAGE 304, P.R.D.C.T.;
THENCE N 67°34'04" W, ALONG THE NORTHEAST LINE OF SAI�D BLOCK 1, DENTON
REGIONAL MEDICAL CENTER — PHASE 2, A DISTANCE OF 244.63 FEET TO A POINT
BEING THE NORTH CORNER OF LOT 1 OF SAID BLOCK 1, DENTON REGIONAL
MEDICAL CENTER — PHASE 2;
THENCE S 22°25'S6" W, ALONG THE NORTHWEST LINE OF SAID LOT 1, BLOCK l,
DENTON REGIONAL MEDICAL CENTER — PHASE 2, A DISTANCE OF 190.00 FEET TO
A PO1NT 1N THE NORTHEAST RIGHT-OF-WAY LINE OF SAID COLORADO
BOULEVARD, SAID POINT BEING THE WEST CORNER OF SAID LOT 1, BLOCK 1,
DENTON REGIONAL MEDICAL CENTER — PHASE 2;
THENCE ALONG THE NORTHEAST RIGHT-OF-WAY LINE OF SAID COLORADO
BOULEVARD AS FOLLOWS:
(1) N 67°34'04" W, AT A DISTANCE OF 364.99 FEET PASSING THE SOUTH
CORNER OF SAID LOT 4, CONTINUING ALONG THE SOUTHWEST LINE OF SAID LOT
4, 1N ALL A TOTAL DISTANCE OF 476.45 FEET TO A POINT, BEING THE BEGINNING
OF A CURVE TO THE RIGHT;
(2) NORTHWESTERLY, AN ARC LENGTH OF 77.60 FEET ALONG SAID CURVE TO
THE RIGHT, HAVING A RADIUS OF 1350.00 FEET, A DELTA ANGLE OF 03°17'36",
AND A CHORD BEARING OF N 62°39'30" W, 77.59 FEET, TO THE PLACE OF
BEGINNING AND CONTAINING 5.782 ACRES OF LAND (251,852 SQUARE FEET) OF
LAND, MORE OR LESS.
17
4811-0461-06212
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T7�At E.PIC DEVELOPMENT, TNC., a Delaware eorporatio�a (hereitt calleci "GranCor"),
for and in ca�lsideratio�l of tiie str��1 of TEN AN:D NO/100 DOLLARS ($10.U0), and other �ood
ai�d valt�able cot�siderati�n to G.rantor in lYar�d p�id by the City of .Dento.n, Texas, a Texas Hoine
Rule Mirnicipal Carporation (herein called "GA�ALZLeV99), 21S E. Mc:Ki�zney, D�l1tOri, Texas iG201,
ille receipt and suftieiency of whicl� are hei°eby acknowled�;ed and con%ssed, has GRANTED,
SOLD and CONVCY.ED, and by tl�ese presents cioes GRANT, SELL and CONVEY, tdnta
Grantee all tlie real property Yn Derlton Cout�ty, Texas being partieularly describcd ogi Cxhibit
"A99y att�crsed hereto a�id ��nade a part hareof for al1 purposes, and being located in DenYon
Countyy TC%CA�y togethei• wifh any and all xights or interests of Grnntor in and to adjacent streets,
alleys �nd rights of way and togeYl�er with all and sin�ular fhe i.mproveine�its and fixt�,�res tliereon
and all ather rights and appurtenances tliei-eto (collectively, the "Pi•op��•ty99).
Exceptions to conveyance aticl warr�nty:
Td�.E'i rf'i.Sll��Cili011.5'y Cdv�iX1G611L.S C��ZU �L11F'il� I�a.Lle�.S' .S�i� L01���� On. 1.Si�d11U1L 66�99 aLl(.�Cdl�"'iU �� llll.�'
Deed and mac�e a pa�t llereaf:
Gi•ad7tor r7ercby assigns to Grantee, W1LI1nLit 1'(:CQLliSO O1' 1'e�71'0SE11�1t1011, any �li7d al] claiins and
cause� of action that Grantor i��►�y ].i1ve for or relatacl to any defects in, or injtlry to, the Property.
Gra�itee represents and Wc�TI'�.11iS t0 Gl'tllli0l' fllcli it has made aal indep�i�clent insi��etion
and cvaluativ�l of the Propex•ty and acknowled�;es t�hat Graiitoi• iias �n�.de no stateinents or
aKas•oiz�-n3ss.z
representations concernin� the �reseilt or futu�-e value of the Pt•operty, or the condition, includii�g
the eiivii•ona�tental contlition, of fhe Property.
Except as otherwise specitically representEd azad warrantcd by Grantor hereiii �nd in that
certain Contract of Salc, dated I7ecember 19, 2016 (tlle "Contract oiSale") and between Gra�ltoi•
and Grantee, GRANT�R MAICES NO REPRESENTATIONS OR WARRANTI�S
EXP.R�SSED, STATUTORY, OR I'MPLIED, AS TO THE 'V'ALUE, QUAL,ITY, QUANTTTY,
PHYSICAL AND ENVIRONMENTAL CONDI7'IUN OF THE PROPERTY AN17/OR
MATERIALS CONTArNED OR LOCATED IN, ON OR UNDER THE PROPERTY, THB
NATURE (7F THE PAST OR 1HISTORIC IJSE OF THE PROPERTY, AND/OR
MERCI�iANTABILITY OR �1TNESS F012 P�URPOS.E OF ANY OP THE PROPEItTY,
Grantee fui-�heg• acicnowledges that it has relied solely upon its iiYdependent evaluation aud
exa�nination of the Propet-ty, and public z�ecords relatin� to tlle Property anc� thc independ�nt
evaluations and st��dies based thcreon, Grantor �nakes no warrarity or representation as to the
accuracy9 CO1t11JIei�11eS5 OT US��Ll11'ICSS Ot �i11j� I11�01'J71at1011 .fL111113.�1�d CO G7�'ii%ltCO, if any, whether
fur�iished by Granhor ox a�zy tlYird patty. Grant�r assumes no liability for thc �ccuracy,
cornpleteness og• usefuldiess of any rnateri�l furnished by Grantor, if any, and/or any other person
or pai-ty. Reiiance on any raatcrial so furnished i5 expressly disclaimed by Gi-antee, ai�d s11a11 not
give i°isc to any cause, claim or action a�;air�st Gratator.
TO HAV� AND TO HOLD tha Pro�erty, to�;ether with all aiid singtiYlar the rights anc�
appurtenances thereto ira anywise belon�;ing ua�to Grmltee a�id Grantee's successors and assi�;�as
forever; and Grantor does hereby bind Grantor and Grantor's successors and assigns to
WARRANT AND �'OR�VER DEFEND all a�1d sin�ular the Property unto Grantee and
Grailtee's success�rs and assigns, c��a.1115t every person who�nsocver lawfi�lly claixnin� or to
clai�n tlle same or any ��art ti�ereof whcn tl�e C1?11111 15 by, tl�rougl�, or uiader Grantoa' bllt IlUi
Ui�1E1'W1SE.
�18�15-Q 12fi-p355,2
EXECUTBD the �� day of `�m�� ��'�_�, 2017
,EPIC DEV�LOPNI�NT, iNC,, a ��,9��vvare corporation
,� �� �: �
� � ��
�._. ..�. �._.w
$y: Nicholas L. Paul
Its: Vice �'i°esideni
THE STATE OF TENNESSEE
COUNTY OF DAVIDSQN
This iustr�imet�t w�s acicnowled�ed before me on �� -• �_Y "�, 201� by
Nichalas L, Paul _, Vice Presidealt nf Ep.ic ,�a;v��c'����ae��t, Tna, a�7�id�`�r£��°� corporation on
._.m..— _ __ _— _.
bel'alfofsaidcorparation. ss ,�_ _
Upon Filin� Return To:
Tlae City of Denton-Engineering
Aitn: Paul Williamson
901-A Tax�s Street
De%1tOri, �'� �%G209
4&45-0136-U355.2
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� �I�1u����y 1'��blic, State a[� �"�.r�. .'�. � � ��«
� My cominission expir��: �y` � � � �
�
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Property Tax Bills To:
City of Denton Finance Departmer�t
21 S B. MelCinney Street
Dcnton, Tcxas 76201
�"X�ll71t cc��,
TO
Special Warra�Yty Dcccl
BEING a 5,86Q acre tract of land situated in the Jaseph White Survey, Abstract No.
1433, City of Denton, Denton County, Texas, and being all of Lot 4, Block 1 per the
Final Plat of Denton Regional Medical Center, Phase 3, as recorded fn Cabinet Y, Page
99 of the Plat Recards of Dentan Caunty, Texas, and being part of a called z43,185
acre tract of land described as Tract I in a Deed to Epic Develapment, Inc,, as recorded
in Volume 3z45, Page 699 of the Real Property Records af Denton Caunty, Texas, and
being mare parfiicul�rly described as follows;
BEGINNING at a 5/g inch iron rad found for the Sauthwest corner of the abave clted
Lat � and the most Southerly cprner of Lat zR, Black 1 per the Amending Plat of Dentan
Regional Medical Center, Phase 3, as recorded in Dacument No. 2009-20 of the Plat
Records of Denton County, Texas, said point also being in the North line of Colorado
Boulevard, as dedicated per said Final Plat recorded in Cabinet Y, Page 99;
THENCE North 48 degrees 11 minutes 42 secands East (North 48 degrees 33 minutes
3Z seconds East - Plat) alang the common Iine between said Lats 4 and iR, for a
distance af 2z0.53 feet (220.53' -- Plat) to a 1/2 inch iran rod with cap stamped "Wier &
Assac., Inc." found for the Northwest corner af sald Lot 4 and the most Easterly corner
of said Lot iR, said point also being at an angle point 1n the Southwest Ilne of Lat 2,
Black 1 per the Final Plat of Denton Regianal Medical Center, Phase 3, as recorded in
Document No. Z009-87 of the Plat Records of Denton County, Texas;
TM�NCE South 67 degrees 17 minutes 49 seconds East (South 66 degrees 55 minutes
54 seconds E�st -Plat) alang the comman line between said Lots 4 and z, for a distance
of 91.66 feet (91.65' — Plat) ta a 1/z inch iron rod wlth cap stamped "Wier & Assac.,
Inc," found far the Northeast carner af said Lot 4 and the most Southerly carner of said
�ot z;
THENCE North 48 degrees 09 minutes 56 seconds East (Narth 48 degrees �3 minutes
3z seconds East - Plat) alpng the East line af said Lot 2, far a distance of 418.16 feet
(418.1fi' -- Plat) to a 1/z inch iron rod found far the Northeast corner of said Lot z, said
point alsa being in the Westerly line of Lot 3, Block 1 per the Final Plat of Denton
Regional Medical Center, Phase 3, as recorded In Cabinet X, Page 365 af fihe Plak
Records of Denton County, Texas;
THENCE South 39 degrees �7 minutes 07 seconds East (South 39 degrees 38 minutes
05 seconds East - Plat) along the Westerly line af said Lot 3, passing a 1/2 inch iron rod
found for the mast Southerly corner of said l.at 3 and the Northwest carner of Lot 6R1,
Block 1 per the Replat of Lot 6R1, 6Rz & 6R3, Block 1 Denton R�gional Medical Center,
Phase 3, as recorded in Document No. 2015-11� af the Plak Recards of Denton County,
asas-u�a�•o3ss.z
Texas, at a distance of 6.34 feet, and continuing along the Westerly line of sald Replat,
passing a 1/Z Inch iron rod with cap stamped "KAZ" found for the common corner of
Lots 6R1 and 6R2 at a distance of 212.46 feet, �nd continuing along the Westerly Iine
of said Replat, passing a 1/z inch iron rod with cap stamped "KAZ" found for the
common corner of Lots bRZ and 6R3 at a distance of 306.56 feet, and continuing along
the West�rly line of said Replat, passing a 1/2 inch iran rod with �ap stamped "Wier &
Assoc., Inc." found for the Southwest corner of said Replat at a distance of 375.24 feet,
and continuing For a total dis�ance of 483,47 feet to a 5/8 inch iron rod with cap
stamped "TNP" set for corner;
THENCE Sou�h Z2 degrees 04 minutes 19 seconds West for a distance of 159.22 feet to
a 5/8 inch iron rod with cap stamped "iNP" set for corner in the North line of Lot Z,
Block 1 per the Final Plat of Denton Reglonal Medical Center Addition, Phase 2, as
recorded in Cabinet Q, Page 305 of the Plat Records of Denton County, Texas;
THENCE Nor�h 67 degree� 55 minutes 41 seconds West (North 6Z degre�s 32 mfnutes
19 s�conds West - Plat) along the Nor�h line of said Lot 2, passing a 1/2 inch iron rod
�ound for the common corner of said Lot 2 and Lot 1 at a d(stance of 44.44 feet, �nd
continuing along th� North line of said Lot 1, Por a total distance of 244.63 fe�t to a 1/2
inch iron rod found for the Northw�st corner of said Lot 1;
i"HENCE South Z1 degrees 59 minutes 08 seconds West (South Z2 degrees 27 minutes
41 seconds West - Piat) along the West line of said Lot 1, passing a 1/2 inch iron rod
found at a distance of 199,76 �eet, and continuing along the West line oP said Lot 1, for
a total distance of 200.Od feet (200.Oq' — Plat) to a point for corner in the Nor�h line of
Colorado Boulevard, as dedicated by the Final Plat of Sou�hern Hills, Phase I, and
recorded in Cabinet F, Pag� iz5 of the Plat Records of Denton County, Texas;
THENCE North 67 degrees 55 minutes 41 seconds West (North 67 degrees 32 minut�s
19 seconds West - Plat} along the North line of said Calorado Boulevard, for a distanc�
of 365,12 feet to a 5/8 fnch iron rod with cap stamped'�TNP" set for corn�r;
THENCE North 22 degrees OZ minutes 20 seconds East continuing along the North line
of said Colorado Boulevard, for a distance of 9,35 feet to a 1/Z inch iron rod with
fllegible cap found for the South�ast corner oP said Lot 4;
THENCE North 67 degrees 56 minutes O1 seconds West (Nor�h 67 degrees �4 minutes
04 seconds West - Plat) continuing along the North lin� of said Colorado Boulevard, and
along the South line of said Lot 4, for a distance of 111.56 feet (111.46' — Plat) to a 5/8
inch iron rod with cap stamped "TNP" set for corner at the beginning af a non-tangent
curve to th� right;
THENCE in a Northwesterly direction, continuing along the Nor�h line of sald Colorado
Boulevard and the South line of said Lot 4, and along sald non-tangent curve to the
4845-0126-0355.2
right having a cenfral angle of 0� degrees 17 minutes 37 seconds, a radius of 1350.00
feet, a chord bearing of Nor�h 63 degrees 01 minutes 24 seconds West, a chord
distance of 77.59 feef and an arc leng�h of 77.60 feet (77.60' — Plat) to the pOINT OF
BEGiNNING, and Contafning 5a860 acres af land, more or lesso
aRas-ot��-o�ss,z
Exhibit "B"
To Speci��l Warranly Deed
1I��� 1�.�stz°i�t�t�t€�.
(a) Subject to the pravisions set fortl� in par�grapli (b) bePorv, the Property niay be used for any
purposcs Rllowed by applicable zoning codes and regulations,
(b) The following uses �liall not be pecxnittecl on lhe Property. (a) an aculc care l�ospital, tneclieal or
surgical or specialty taospilal, (b) an outp�tient or inpatient surgez•y center, (c) a birthing facility, or (d) a facility
providii� "Ancillary Medical Services or Facilities"' (as defined in paragcaph (c) below), Notwithstanding the
foregoing, however, nothing in this para�;raph 1(b) sh�ll prcvent (1) thc use and operation of a b�sic first Aid stati�n
and/or (2) the location anci operation of a naedioal facility of any type tlaat. nany be requircd by law to be located on
the Prope��y fls part of the operatiou oFa fire stt�tion and eniergcncy n�edical se�vices facility,
(e) ",�a�cili�� v tv�uiic�� �`r��°e S�a°vs�:c �.�Q�i�"t�c.ilitv" s1Ya1P �7�enn and iuclude any foc�n� of testing for
diag�iostic or tlterapeutie purposes, provisioiY or opei•atlon of a labo�'atory (including, witliout lianitation, a p�ttliology
laborato�y or a elinicll laboratory), or diagnostic in�aging se�vices (which iuclude, without Pirnitation, the following
testing facilities: fluoroscopy; x-ray; plain �lm radiography; coinputcrized ton�ography (CT�; ultrasound; radiation
therapy inuminograplay and breast diagnostiCs, g�uclear cncdicine testing af�d magnetic resonauce itna�ing).
(d) Grantee agrccs that in dae ever�t it decides to sell, cocavey or dis�ose of the Properiy or atiy portiori
diereof or iiiterest tlaereiu, it will deliver written notice to Gra�itor via cerciiaed mait, return receipt requested, �t;
�pic Development, Tnc.
Real Estate llepartmezit
Oue Park Plaza
Nashville, TN 37203
With a copy to;
Wall�r Lansdeia Doz°tcla & Davis, LLP
511 Union Street, Suite 2700
Nasliville, TN 37219
Attn; Carla F. Fenswiclt
Graulee will deliver such notice to Grantor px•ic�r to canmencing any bid or other sale or trans£er process,
(e) The provisioiis of tl�is Section 1 sl�all terminace, lapse ntid be of no fterther cfxect on tl�e dat�
seventy-iive (75) ycars after tlie recogding of this Dced,
2, �c�vca��s�t� �t�3z���aa�� ��vit�R� tit�i�tx���.,..m��Cua°c����e�i��. 'T'l�e covennnts �tnd agi•ee�ncaits set #`ortl� in
Sectinn I abUVB SIlc1I1 �J� COVC11111fS Cllllfl111� \TJ1CI1 L�IC iclAd BTICI S}1$II be U1H]CIlll1� U�Odl d1.ld 11111PZ f0 the benefit of
Grantor and Crantee and their respectiv� successors and nssigns, alad all those clain�ing by, tlu-oug11 or under Grantor
or Grantee and their respective successors and a5signs, inepa�•able liarm will result to G�°antor by reason of �ny
br�acla of tlte tagreemeaxts, COVetl8rif5 £iild YCSCYICYIOliS Sef fpCth lIl SOCflAll I, abave, aud tla�refore; Ct'anCor sliall be
e�ititled to relief by way of injunctiue� or s�ecific perfonnnnce to enforce the pravisions of s�id Seccion 1, as well as
any other relief available at la�v or in equity, The failure of Grantor, in auy ane or more instnnce, to i�isist upon
compliance with any of the tertns and conditions of Section 1, aUove, or to exercise any rigl►t or privilege couferred
i» said Section l, shall not eonstitute or be construed as a waiver of the s�nie or �ny similar restriction, rigl�t, option,
or privilege, but the same sl�all continue and reniain rn full force and effecl as if no such Eorbearance l�ad occi7�red.
3, l�r�c9itic�ra<aa �x�eE�t�c�E�r; E�x "C'scle. iei 1dc�itiou tu tllose anatterS set fortli in Section 1 above, the
Property is conveyed subject to tlie Following:
asas-oezb•n3ss.z
(a) rigltts o£ flie public in slreats and highways adjpiiaia�g tl�e Pro�7erty, if �ny;
(b) zoni��g and huilding laws, or�inance, i•esolutions and regulations;
(c) real estate taxes and assessn�ea�ts for public unprave�ne'lt� wl�ich are not yet due and payAblc; aitd
(d) restrictive covenants, set bacYc li'.'es, �a50111e11�59 �ixcl rights nf way, filed of record in the o�'fice of
the County Clei°k of De�ztan County, Texas, pi°ior to g°ecording oi° llus Deed.
a�as-Oi2�-o3ss,2
Denton County
Juli Luke
County Clerk
Instrument Number: 25428
ERecordings-RP
WARRANTY DEED
Recarded On: March 03, 2017 10:28 AM
Number of Pages: 9
" Examined and Charged as Follows: "
Total Recording: $58.00
*******'*'`* THIS PAGE IS PART OF THE INSTRUMENT "***""`«****
Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY
because of color or race is invalid and unenforceable under federal law.
File Information:
Document Number:
Receipt Number:
Recorded Date/Time:
User:
Station:
Record and Return To:
2542$
20170303000232
March 03, 2017 10:28 AM
Sunny P
Siation 8
STATE OF TEXAS
COUNTYOF DENTON
I her��y ���ify that �hi� I�skr�Jment var�� FILED In the �i�e Number ��;�r�r��e on th� dateltime
prir�t�i her�n� and vv�s �1u�+ RE�C���ED In.the Ottl�ial Recards �� pe�trrr� Cour�iy, `f���.
Juli Luke
County Glerk
Denton County, TX
�- ._I _I ..._. .__�
March 16, 2017
City of Denton, c/o Paul Williamson
901-A Texas Street
Denton, TX 76209
RE: GF#: 2027-190059-RU
Purchaser: City of Denton
Property Address: 3100 Colorado Blvd, Denton, TX 76210
2745 Wind River Lane
Denton, TX 76210
Phone(940)382-3030
Fax(940)382-3377
www. reuniontitle. com
Thank you for your business and trusting Reunion Title with handling this important part of your real
estate transaction. We have enclosed the following in connection with the above referenced
property:
X Owner's Title Policy No. 2027-190059-RU
x Recorded Document(s)
We appreciate and look forward to the opportunity of providing our services to you again in the future
should you need assistance in refinancing or selling the property insured by the enclosed policy. If you
have any questions or concerns, please feel free to contact us.
Sincerely,
REUNION TITLE
Rebecca Arnold
Escrow Officer
�ket�ni�� �"i�l�
NATIONAL DIVISION AGENT FOR FirstAmerican Tit/e 1'rrs�rr�nce Company
TTfLE INSURANCE AGENT FOR: Commonwealth Land Title Insurance Company, First American Title Insurance Company. Lawyers Title Insurance
Corporation, Old Republic National Title Insurance Company, Stewart Title and Title Resources Guaranty Company
.,wm, �
w .,.. p�'�wy� y�yyy� py�jy�y�
ry�'° � A T��.B*�i��BdIL�44h$#�!!A
'',ag'h . µ ,�J7� � .R / �TV *«A 9.1�C� i� 3 � �� ��+�� Y C�
Owner's Policy of Title Insurance (T-1)
ISSUED BY
First American Title Guaranty Company
POLICY NUMBER
2027-190059-RU
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
C�i�d�ITI�l��, FI��T AMERICAN TITLE GllA�d�NiY COMPA�CY, a Texas corporatE�n (the "Cc�m��ny") insures, as of Date of Policy and, to the
�xte��t stat�d in �Cov�red Risks 9 and 10, �fter C���� of PoCicy, against loss or d�m��e, not �xcee�ing 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, witnes��cl, sealed, acknowledged, notarized or delivered;
(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;
(v) a document executed under a falsified, expired or otherwise invalid p�wer of att�rney;
(vi) a document not properly filed, recorded or indexed in the Public R�cords i��Cu�ing failure to perform those acts by electronic
means authorized by law; or
(vii) a defective judicial or administrative proceeding,
(b) The lien of real estak� taxes or �ss�ssments imp�ssci r�� the Title by a gov�rnn��r�tal auth�riiy du� �� p�y�lal�, but unpai�.
(c) Any encroachm€�r��, encumbr�sic�, violation, va�i�t�or�, or adverse circuar�sf�nc� affectin� the �iii� #ha� w�u1d be di�closed by an
accurate and complete land survey of the Land. The term "encroachmenY' includes encroachments of existing improvements located
on the Land onto �d��ining land, and encroa�;�msrsts �nt� the �,and af existin� impr�v�rnents I�e�i�d on �d��ining land.
(d) Any statutory or ��nstitutional Rr��cE�anic's, ��n�ra�k�r"s, �ar m�t�ri�6t�an's E��n f�� I�b�r or mat�ri�ls havi�� 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.
(Covered Posks Continued on Page 2
IN WITNESS WHEREOF, First American Title Guaranty Company has caused its corporate name and seal to be hereunto
affixed by its duly authorized officers.
F�rar Amrrlcan T►rrs ciuerar►tY Cor»p+�y
f ,p
�f
(This Policy Is valid only when Schedule A and B are attached)
Form 5825548 (9-1-14) Page 1 of 17
This jacket was created electronically and constitutes an oripinal document
TX T-1 Owne�'s Policy of Title Insurance (Rev. 1-3-14)
Texas
COVERED RISKS (Continued)
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 pah of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to
the extent of the violation or enforcement referred'to in that notice.
6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement
action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that
notice.
7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.
8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.
9. Title being vested other than as stated in Schedule A or being defective;
(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of
the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer
constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency or similar creditors' rights laws; or
(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy,
state insolvency or similar creditors' rights laws by reason of the failure of its recording in the Public Records:
(i) to be timely, or
(ii) to impa�t notice of its existence to a purchaser for value or a judgment or lien creditor.
10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached
or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument
of transfer in the Public Records that vests Title as shown in Schedule A.
The Company will also pay the costs, attorneys' fees and expenses incurred in defense of any matter insured against by this Policy, but only to the
extent provided in the Conditions.
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of and not disclosed in writing to the Company by the Insured
this policy and the Company will not pay loss or damage, costs, Claimant prior to the date the Insured Claimant became an
attorneys' fees or expenses that arise by reason of: Insured under this policy;
1. (�� �ny law, ���in�nc�, permit, or gov�rnmental regulatian (c) resulkir�� ��� n� I�ss �r d�ma�e to the Is�sur�tl �€�Cm�nt;
{i�cl�sding ih�s� r�la�i��g to 6�il�9ing and zoning) restrictin�, (d) �kt��h�r�� ar cr�at�c� s�hs��uent tv �+at� �f ��ii�y �li��v�r,
reguSatir�g, pr�hi�iiin� c�r r�lati�7e� tr�; th€s dca�s n�t r�ar�ify �r limit #h� c�rv�ra�� pr�v'sded �i���r
(i) the occupancy, use, or enjoyment of the Land; Covered Risk 9 and 10); or
(ii) the character, dimensions or location of any (e) �esuP#ing in loss or ��p�age that would not have been
improvement erected on the Land; sust�ined if the Insur�� Claimant had paid value for the
(iii) subdivision of land; or Title.
(iv) environme�tal �rrc�t�ction; 4. Any cl�i�a, by reason of the o�a�ration of federa! t��nkruptcy,
or the effect of �ny v�v�ation of these laws, ordinances or sl�t� ir��lvency, or similar c�editors' rights �a�ww�, that the
governmental regulations. This Exclusion 1(a) does not modify transaction vesting the Title as shown in Schedule A, is:
or limit the csaverage prvvlc�ed undar C�v�red Risk 5. (a) a fr�utlul�nk ���tv�}��nce �r frauduAent transf�r, or
(b) Any g�v�rnmental p�I�ce p�vv�r. ihis Exclusion 1(b) does (b) a pr�ierential �r�r��fer for ��ry re�son not s�af�d in Covered
not modify or limit the coverage provided under Covered Risk 9 of this policy.
Rpsk 6. 5. An� 1i�n ��� the 7iki� �c�r ���1 est�ke €ax�� ar assessm�rtts
2, I�ight� c�f �m%nent d�m�rn. T1�is Exclusi�� �fo�s not modify or im���e� by gov�r���nt�r autharity �ra� c���t�d �ar att�ching
limi� �he c�v�rage �r�v9ti�d �t�d�r Covered l��s� 7 or 8, bet�ve�n ��te ofi Policy �nd kh� dat� �� r�c�rdin� c�f th� deed ��
3. Defects, liens, encumbrances, adverse claims or other matters: other instrument of transfer in the Public Records that vests
(a) created, suffered, assumed or agreed to by the Insured Title as shown in Schedule A.
Claimant; 6. The r�f��s�l of any p�rson to purch�s�, lease �r lend mos��y on
(b) not Known to the Company, not recorded in the Public the estate or inter�st covered I�c�reby in the I�nd describ��i in
Records at Date of Policy, but Known to the Insured Schedule A because of Unmarketable Title.
Claimant
Form 5825548 (9-1-14) Page 2 of 17 TX T-1 Owner's Policy of Title Insurance (Rev. 1-3-14)
Texas
CONDITIONS
1. DEFINITION OF TERMS.
The following terms when used in this policy mean;
(a) "Ar��unt of Ir�sur�nce": the amount statad in Scl7�dule A, as
n��y be incr�as�d or decreased by �r�d�rs��r�r�t 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 "ins�Jr�d" alsc� i�'�clutl��;
(A) succ�ss�rs ts� fi�t� iit1� af t�� Insured by �paration
of I�w �s distinguished �rom purchase, including
heirs, devisees, survivors, personal representatives
or next of kin;
(B) successors to an Irosur�d by diss�lution, merger,
consolidation, distri��ti�� or reorg�niz�tion;
(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 grar�te� is wholly-�wned by an
affiliated Entity of the n��+�d 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 re�ard to (A), (B), (C) and (D) r�s�rving, however,
all right� and defenses as to any ��ac�assor that the
Company would have had against any predecessor
Insured.
(e) "Insur�d �I�iman["'; �n In�ur�€i cl�iming lpss �r d�n��ge.
�fl '°Kr���rEed��" �r "�tn�awn": a��ual kn�v�l�dc��a not
��nskru�iiv� knc�wl�dg�e �r n���ce fh�t �n�y b� Ii�aput�d to an
Insured by r����� of the �ublic Rec�rds or any ��her
records that i�npart constructiva notice �sf matters a�t��tCn�
the Title.
(g) "Lar�d"`: the 9�nd desc�i�ed in Sch�dul� �l, and affixed
impr�vements t�at by 6�w constitute r�al pr�p�rty. 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,
all��rs, lanes, ways or w�t�rways, but this does not modify
or lir�if the extar�i that � rigl�t of access to and from the Land
i� insur�d �sy t�i� po��cy,
(h) "�t�rt����'°; r��rtgage, d��d of trust, lrust deed, or �C��r
s�c�rrity lr�str�m�r�t, inclu�fn� one evid���c€d by elect�r�rswc
means authorized by law.
Form 5825548 (9-1-14) Page 3 of 17
2.
3.
�i) �Public E��c�r��": r�erar�i� �s��blislae� under s#at� st�tut��
�t C��fe af P�licy fiar lh� �urp�ase �f i�p�rti�g c�aristru�tsv�
n�Cice �f r�atter� r�l�kin� tv re�l �rc�par�y ia purch�s�rs ��r
v�9��e �ntl vvitP7�ut 1�n�w�l���e. With respeck �c� �av��ed
�isk ��d�, "Pu6iic Fi�c�rtls" sl��l� �ls� inc(�a�e env�r�r�rr��nf�i
prat�ct��n fiens f��d i� th� r�car�is vf t�� clerk �f �hr� Ui��t�d
�t��es C7istric4 ��ur� f�r fli� s�is4ri�t w��r� the ��rsd is
located.
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 pr�sp�ctive purcEtas�r
or lessee of the Title or lender on the i"i��� to be releas�d
fr�m the obli��t�pn to �ur�hase, lease or lend if th�re is a
c��tractual candilic�n r�yuiring the delivery of ma�keiable
title.
CONTINUATION OF INSURANCE.
Th� �4v�rage a[ this pnlicy� sh�ll cant�nu� in fi�rce as �� ��t� of
Pviicy i� f�v�r of �n 1�su�ed, but nnly �o ��ng as �,��e Insur�d
re��ins �n e�tate �r int�r�st �n the L�nd, �r E�aEtfs ar� �bi�c��tia�
secur�� �y � pur�has� rr���ey �l�r���ge giv�n by � p�archas�r
�r�m th� Ir�sure�, �r �nly �� I�c�� as t�� Ir�s�are�l s�a11 I��va
Il�bility by r��s�n �f w�rr�ni��s in any tr�ns(�� �r c�nv�yanc� �t
tl�� '��t�e, ThFs pc�i`s�y shall n�t ��r�[irtue in force ira iavor �fi �rry
purchas�r frarr� th� I�isur�d af �it�er �ij �r� c�st��� �ar inter�st In
#h� l�a�d� �r (ii} an �ksligati�n sac�r�� �y � pur�h�se ���ncY
��ar�gag� given Ca the In�ur�d.
1�{��'��� l�F' �LAiM TO B� �IVEN BY INSURED CLAIMANT.
The Insureti sh�li n�t��r th� Gvr�np�rry pr�mp�ly i�r v�ritin� (G� in
c�s� of �ray li[ig�t+ug� �s set �earth in ��cti�n �{�) ��I�a�, �r �ii� in
cas� �r�ov�rl�dge shall cc�me t� an Insured her����d�r af �ny
cl�im �f title �r int�r�st tl��t is �duers� t� #�� Titl�, as insured,
�n�t ����f o�ighi ��us� �a�s �r tl�m��� f�r w�tich th� C�rrspany
m�y be li�b[e k�y vir�ue �af t�is ��iicy. If ih� C�rnp�r�y is
pr���d�ced by t�e f�if�r� �f ihe (�sur�d ���i�r���� t� prov�d�
prorn�t r��Ci�s, i�� �om�any"s IAability lc� the Insure� �iairr�ant
ur�c�er the �vlicy st��li b� re�uce� t� ii�e �xt�nt �f t�e prejudice�
When, after the Date of the Policy, the Insured notifies the
Company as req�rir�� herein of a lien, er��umbr���e, a�v�rse
claim or other ��t��t in Title insured by tt�is ��IEcy th�t �s not
�xcl�t�e� or ex��pt�d fr�r� th� c�ve���� �f tl7is ��li�y, �he
��mp�ny shali pram�atiy inv�stigat� fh� cl7ar�� lo €i���r�ine
whe�her the li�n, �n��r�b��nc�, �dvers� cl�im �t� ��feef or
other matter is valid and not barred by law or statute. The
Company shall ��cati�j the Insured in wriline�, within a reasor���ie
time, of its det�rmin�tson as to the vali�ity or invalidity �f ii�e
fn��r�d`s ���im or charge un�er the policy. If the Company
c�n�lu�J�s tl��k the lien, encurn�r�nce, adverse claim or defect
GS nvt c�u���� �y �h�� p�i'tey, �r v��s othe�vise adc�r�sss�i in fh�
���SI�1� Glf ��I� �C�iIS�C�IClf7 11� Ciiltli��ki{lp� WiCh 4�PIiiG�l ��1�� j7iiliG�
was issued, tk�� �am�any sh�ll �peci�c�lly �ci�is� �k�� lnsur�d
c�� th� r�as�ns f�r ifs tiet���nina#�an, 1f th� C�mp�r�y c�snc�ud�s
t��� th� ���n, �n�umbrance, �tiv�rs� cl�i�r� �� d�fect is v�l€d, the
G�rn��ny shaiC tak� on� c�f t€�s i�ll�wing ��1i��7�: �i� i��sti���i� the
n�e�ss�ry pr���ec�ir�g� t� cd��r l�� iien, �nc��mbranc�, adv�rse
cl�sm �r d�fect fr�m kh� Titl� as insur��i, (ii} inder�nity the
I�rsurec4 as prs�vi�ed in this policy; (iii) up�n payment of
���rapriate pr�R�i�trn and cl7�rges therefor, issue �o the Insured
TX T-1 Owner's Policy of Title Insurance (Rev. 1-3-14)
Texas
CONDITIONS (Ctrnt�n�ed}
Claia�nant or i� a s�����u�E�k �wr��r, mort���e� �r holder of the
est�t� or int�r��t in ih� Land �ns�ar�d by this �if�y, a policy of
tfit1� insurar��� w��h�ut exc�pt�n� f�r th� I��r�, �r��urnbranc�,
advar�e �l�im or ����ct� saitl pcali�cy t� b� it� an ��raur�t �aq�al ira
k��e current v�Eu� at tN7� M�nd rsr, i# � ln�n p��lcy, the amoui�# �f
kh� 1��n; (ivj irrd�ar�r�i6y �n�th��r titi� �nsu��nc� co�r��r�y in
��r��7e�ii�n wikl� it� issu7nc� �f � paiicy(re�� oi tikl� in�ur�nc�
witt��rut exce�ii€�n f�� th� I��r�� �n����rance, adv�rse �lair� �r
de���t; �v� s��ur� a r�l���� ar �athar do�urraent d�scharginc� th�
lien, �n���rnbra���� �lverse claar� or def��1; �r (w�} �n��rt�k� �
�ambiE��tion �f �i) ihrough (v) herein.
P�C��� OF L���. �b�
In #�S� �vent th� ��n�pany is uru�h{� to d�t�r�in� tl�� arn�u��t af
��ss �r �aR����, l�� ��m��r�y r��y, �t it� �pt[an„ require as �
��ndiii�n r�f paym�nf tt��# Ehe Insure€3 �laimant ��trnf�l� � sign��
pr��f Qf lo�s. T'�r� pr��� �� I�ss rr�ust desc�ii�e ih� tlef�c�, lier�p
r�ncurribr�n�e or �th�r ��aik€�r insu�a� against �y th�s p�6i�y tE�ai
c�ns�etuf�� th� basis �f I�ass �r d�r���e �nd s�ail stake, to #E��
axte�t p�s�i�SC�, k.t�� bas'ss �f �;�E��f�ting tP�� �m�unt af khe I�ss
ar �ama�e.
C��F�NSE AND PROSECUTION OF ACTIONS.
��� U��n wrriti�n r�qu�sf by tt�� la7s+����, �r�d �ubj�c� k� tk�e
�p���ans ��nt�in�d in S��ti�ns 3�n� 7�� tl���e G�n�ili�ns,
khe �am�any, a! iis ��n cask anc� wit�t€�ut �t�r��sana�l�e
d�lay, st��ll �r�uid� far kh� defer�s� c�fi �n l�sur�d �i� I�t�g�iinn
ir� wP�i�h �ny ihirr� pa�ty asses�� a cl�ir� covered by tfi�[s
p��icy ar�verse #� th� Prr�ur�d. "Chts o�lig�ii�n �s l�mii�d ts�
�r�fy thas� sE�f�� �a�rscs �f �ti��t �ll�c�inc� oraat��rs unsur�d
ac�ainst b� thi� p�licy. The �vmp�rry sh�91 i��ve th� r��ht ka
s�tecti c��nsal �f its cE�aic� {suk�y��t #� th� ri�}�t vf tt�e
h5s�r�d k� �bj�ct f�r rea��na�6e cause� tc� r�pr�sent the
Insur�d as 1� th��� st�t�� c�us�s a� acti�n, it sh�li r�ca# ��
1iab9e f�c �nd will ��t �ay the f��s �f �ny �ther c�ur��el. Th�
C�mpany v�ell n�f ay any fi��s, c�st� �r expans�s incurr�d
�y #h� lnsur�d in t�� defen�� of �h�se c�u�� �af a�ti�rs t#��f
�I6�g� ma�ters nrst ins�r�d ���inst �y khis �c�licy.
�Y�� `�he C�mp�ny s��ll have the righ�, ira a�di#i�n t� th� apti�r�s
c�ant�[n�tl in S�cti�ns 3 and 7, at iks ��+n c�st, t� institt�te
and p�asec�ite an� �ti�n ar prc��edin� or to d� �ny �tl7er 7. �
act th�t in i�s �p�r��a� may �� n�c�ss�ry or ��sir�bC� t� i�
establish ihe Ti�l�, �s �nstrr��, ar tc� pr�vent or r��uc� I��s In
or dam�g� to the Insur��i. Th� �apr�p�ny rn�y t��� any f�ll
appr�pri�ie actiarr �nd�r ti�� terr�s Qi t#�is poli�y, wh�tk�er or {a�
not it �h�ll be lia6�� i�a t#�e I�ss�rr�d. i�� ex�rei�� �f these
rights sh�ll nr�t h� �n �dm�ssia� aff l�ability �r waiver of any
pr�arisran �F this ��licy, IF ths ��r�parry �x�rcises its rights
ur���r fhis subs�ctic�ia, it must d� s� diiig�nl�y,.
(c) Whan�ver tPi� Cc�rrap�ny brir�gs �n ��tior� �r �ss�rts �
��f�ns� �s r�quir�d ar p�rrnitt�d by t�a� p�i`scy, th�
��mp�ny n�ay p�rsu� #h� liti�afi�n tc� a fin�E ��t�rmFr�afiar�
�iy a cou�t �� ��rr��et�nk j�ar�sdicti�� �nd it �xpr�ssBy
reserv�s th� ric�hi, in sts s�le tlis�r�tior�, ta appeal fr�m �ny
adv��sa judgm�nt or ord�r.
DUTY 0� IN aUFi�[} CLAlIV1ANT TO COOPERATE.
(a) In aEl c��e� wh�re tl��s paii�y ��rm�ts ear �eq��ire� ��m�a (b}
Car�p�rry t� ���s�c���� �r ps�vit�� fc�� th� �I�t�ns� �f any
�ci��r� �r pr����ding �nd �rsy �ppea9s, the Ins�r��tl shall
��cur� ta i�e C�rrepany ih� rigl�t ta so pros�cuf� c�r �e�v'sd�
��fe�s� in th� �cti�n ar pra�����ng, in�lu�ir�� k�� right tn
sas�, �i �ts �ptj�r�, �ha ��me oi ii7� fw��ured f�r this purp�s�.
+,���n�v�r r�qu�si�d b� t�e C�rnf�any, ih� Insur�d, aE ti��
��r�p�ny's �xpe�s�, shaii giu� the �omRa�ry �IC re�son�ble
�id (�} ir� s��uring �vid�n��, a�i�ir�in� witn�sses,
�r�s�cutin� ar �iaf�nd�n� th� �cifar� ssr �r�ceodi��, �r
�ff�ci�n� sett��m�nt, �nr� {ii} in �ny �k�r�r I�w�fuE ��t t}�at i�
1h� �p�ni�n �� tYce Cair�p�ny r��y �� n�cess��y �r ��si�abl�
�C� �5���7rIS�i #�8 Ti�l�' s�f �if}� [�tf��i Ci1�i�k�'C �5 I�YSUfC'[�. �� �i�
�amp�ny is �r�juc�ic�d �y the ia'sMure �f t�� Ir��ure�d t�
iurr�i�h i�e req�ir�cl �a�peratw�n, th$ C�mparry's �abl9gaii��s
fa tt�� ��su��d under ii�� �oli�y s��ll k�rmCnatq, in�lu�ing
any liab�fity ar ���igaii�n fc� def�nd, �rase�ut�, c�r c�i�tinu�
a�y ��ti��t�ara, with r��ar� fc� k��� m�tt�r ar ���tters r�quirin�
�uch e�ap�ra#i�n�
T}�e ��mp�ny n�ay re�sonably r��uir� khe Ir�sur�tl
Cl�irr��nt t� su�rr�ft tc� examim7�tion under �ai�� by �ny
auti��r�zed repre�enka#iv� �f the f�amp�ny �n� tc� pr�dl�ce
f�r �,x�m�r��f's�n, ir�specRian �rrd �opYin�, �t such
r��sa��b9a tlm�� �r�� piac�s �s rn�y t�� desigiaat��i by the
au�hariz�d represenf�t�v� �f fhe �am��n�, alf r�cords, in
what�ver rr��d`c�r� m�int�ineci, �nclu�ing ba�ks, l�tlg�rs,
�h�cks, �emor�n�ia, c��resp�n��n�, rcp�rts, �-rn�il-s„
d�sics, t�pes, an� uid��s wf7�l�e� b�arin� a d�t� �ef4r� or
�ft�r C��f� c�� Pafi�y, t�at r��s�nahl� ��rt�ira t� ihe Inss ar
c�a€��ge. F�rl��r, if req+��sl�tl by aiay au�honxetl
reprase�7i�t6�� �f #i�� �c����ny, th� �nsur�c� �laimant s��all
grar�fi i�� permissiz�r�, ii� wriiira�, i�r any �ut��riz�d
r�pr�s�nt�tive �# th� ��r�pany t� exar�ir�e, ins��ct �ra�
capy �II �f #h�s� rc�c�rds in th� ��sfody car cc��rtrol �f � thirr�
party that r�as�n�bl�p ��rk�in t� #he E�ss �r ���nage, Afl
ir�farm�ti�n d�si����ed �as c�nfi��r�ti�! hy the Insur�d
Clairrr�nt pr�vdd�ei f� th� �o�np�ny pursu�nt #ca th�s S��#�an
s�afl n�t �� ����€�s�d ta �iher� uni�s�, �n th� reas�sn��le
ju�€�meR�� of the ��r��any, it is nec�ss�ry in the
admm�stir�tion of the �iair�. Failure of the lr��€ar�d Claimant
to submit for examination under oath, produce any
re�sar�ab9y requ�ste� anfor�ati�an �r �r�nk ��rmis�ian t�
��cure re�s�n�bfy r�ec��sary ir�{�rr��t'san fr�m �hi�d p�rt��s
�s re�uir�d in this subs�cki�n, �n��ss �r�hibi��€� by I��r �r
��a��rnrn�nt�1 regulatic�n, �h�ll i�rrninats aa�y li��wpa:ty �f th�
y�^pa�mp��p+�n�y^ �nd�yer vk�isp^��p��ik��tT�s �� th`�t �fiai�m+.�ry 1 �y�t
�#�ZJi*Iw7 1� T� 1 Vf'6 � 1����1�� ti� I 1 6� �I���IYls7'
I�+IIRTI�N �� L[ABCLITYs
c�s� af � claim ur�c��r th�s �c�li�+�, ti�� �ampany s��li �rav� k��
�vaing adciitic�n�l �pl��ns;
Ta P�y nr i�nder �ay��ni nf fh� A€��unf �f d�surance
T� ��y �r �endar ��ym�a�# �f t�e �l�s�unt �f Cnsuran�e
und�r khis p�licy t���iher with �r�}r ��sf��, at��rney�' fe�s
��d ����ns�s incurr�� by ti�e loas�r�d CI�[r��nk �hat w�re
autt���ixed by Che �prr�pany up #� fhe 4�m� �f paym��+t �r
#e���� �f �ay����t �rsd khat the ��mp�ny is �bl��ate� tci
��
p�A� tf�� exercas� by th� �vs�pany nf �his capfi�n, all Ia�Gility
�n�l o�lic��ti�ns �i t�� �c�rn��ny Co fh� Insured ur�der thi�
pc�li�y, �iher �han kv rn�ilc� the paym��t r�c�uir�d in tt��s
subs�etiorr, st�a11 termira�te, inclu�ing ��y li�biliiy �r
a�lic��tia�l t� �efend, pr�s�c�te, �C �csniinu� any I'rt�g�ti�n.
i� Pay� �r �7i��rwisc� �ettCe 4+��th Par�kes C�#h�r �h��t� khe
1r�sured �r l�w�� �f�e Inswred �1�ir��nt.
�i} �a �ay �r atharwis� s�t�t� �+�th ��6�er �a�riie� #ar �r ir°� �h�
n�m� �f �n En�ur�d �iai�+ant �ny clai�� �nsur�tl a��irrst
under ihis ��fiey. �n �d�iti�n, th� �vr�p�ny will �S�y ��iy
c�sts, �tt�rn�ys' fees �rj�i �xp�ns�s �r�cuer�� by the
lnsure� Claimant that w�re �uth��i��d by kh� �arnp�ny
u� t� the ti�a �f p�ym�nt �n� th�t th� ��mp�ny is
Form 5825548 (9-1-14) Page 4 of 17 TX T-1 Owner's Policy of Title Insurance (Rev. 1-3-14)
Texas
CONDITIONS (Contlnued)
obligated to pay; or by th� ��nount of th� p�ym��t.
(ii) to pay or otherwise settle with the Insured Claimant the 11. i.IRBlLITY N�N+��lMULATIVE.
loss or damage provided for under this policy, together The Amount of Insurance shall be reduced by any amount the
with any costs, attorneys' fees and expenses incurred �n�ap�ny ��ys �n�er �ny �aliey insurin� a�9�riga�� �v �l�ich
by the Insured Claimant that were authorized by the �x�epli�n is taken iri 5ch�dul� ��� ko ^�i�h i�i� fin�ur�d h�s
Company up to the time of payment and that the ��r�eci, �ss������f, �r fak�n subjecti �r whicl� i� �x��uted �y an
Company is obligated to pay. Upon the exercise by the Insur�d �Cter C7�te �f �ali�y �r�� vu�ich is � ch�rc�� Qr li�n �n ti��
Company of either of the options provided for in ii���f ar�� t�� amount sc� �aid �h�ll b� ��ei��ed ��a�m�nt tc� th�
subsections (b)(i) or (ii), the Company's obligations to Insured under this policy.
the Insured under this policy for the claimed loss or 12. PAYMENT OF LOSS.
ciarnag�, �k�s�r ih�r� th� pay�s�nl� r�q��r�d to be made, W"h�n 1ia�iiiiy a�� tk�� ext�nt �f l�ss �r d���g� i�av� be�n
�h�31 tsrm,inat�, an�ludinr� ��y li��Eiity ar obligation to de�rsit�iy fi��d in ac�erd�n�� w�i� khese ��nditic�A7s� tk7�
tl�fend, pra��c��ke �� can�Graue any �ikig�t'r�n, p�yr��nt shall �e m�d� within 30 r�ays.
8. DETE 1h�ATlt�l� AN� E�"EN�" �� LIA�1�9�". 13. �kGHT� ����V�R�f ll���l PRY�1��tT Q�
This policy is a contract of indemnity against actual monetary SETTLEMENT.
I�ss �r d�r�a�� ��st�in�� �r incurr�d by �he Irssure�i C4aim�nt (a) Wh�n�ver i�e Ccsrr�par�y shal! h�v� ��l�Eed ar�d �aid � ci�irrr
�v9�a h�s su�f��e� I�ss �r dam�ga by r�as€an vf mati�rs irasur�d urrder �his �lecy, it sh�9l be subrc�c��kec� �nd nnt�t9�d t� th�
���in�� by this p�licy. rights af ki�� insur�d Cl�ic�ant in ihe Titi� arrd al@ �Lh�r ri�hf�
��� ihe ext�rzf �f Ila�iCii� �af L�e ��a��any i�� I�ss �� d�mag� antl r�rr��ies in res�aaet t4 tlie ciaim ti�ai ti�e lr�su���
under this policy shall not exceed the lesser of: �I�ir�an� k�as �g�ins# any ��r��n �r presp�rty, ta the extenf
(i) the Amount of Insurance; or erf t�e �rn�urat �f �ny iass, �asts, att�rneYs` f��s arad
(ii) the difference between the value of the Title as insured exp�r�s�s p�id by �I�a Campany� If r�q��st��i by kl��
and the value of the Title subject to the risk insured ��mp�ny, the Insa���d Claima�t sha11 �x��ut� �l�cum�n#s ta
against by this policy. �vid�nce t�e tr�n�f�� ta th� C�r���ny at fhe�� ri�h�� and
(b) If the Company pursues its rights under Section 3 or 5 and remedies. The Insured Claimant shall permit the Company
is unsuccessful in establishing the Title, as insured, to �u�„ comprc�mis� or settle in the name of the Insured
(i) the Amount of Insurance shall be increased by 10%, Clair��nt and ka us� the name of the Insured Claimant in
and any transaction or litigation involving these rights and
(ii) the Insured Claimant shall have the right to have the remedies.
loss or damage determined either as of the date the If a p�ydnent on acc�unt af � claim dc��s not fully cov�r the
claim was made by the Insured Claimant or as of the loss �f t�ie Insured �l���n�nt, the Cc�mpany shall d�fer the
date it is settled and paid. exercise of its right to recover until after the Insured
(c) In �dd�tion to the extent of liability under (a) and (b), the �1�im�nt sh�ll h�v� rec�v�r�d i�s f�ss.
Com�any will also pay those costs, attorneys' fees and (b) Th� �arnp�ny's ri�i�i af su�ra��ti�� includ�� the ri�hfs of
expenses incurred in accordance with Sections 5 and 7 of li�e dE�s�r�� to indemnifi�s, guarant�es, r,t��r polic��s of
these Conditions. insurance or bonds, notwithstanding any terms or
9. LIMITATION OF LIABILITY. conditions contained in those instruments that address
(a) If the Company establishes the Title, or removes the alleged subrogation rights.
defect, lien or encumbrance, or cures the lack of a right of 14. ARBITRATION.
acc�ss t� �r fr�s�s �fi� �.and, all �s insur��, r�r iak�s �tion in E�th�r #iie C�ia�pany �r t�e insur�d m�y d�r����J Ch�t the �laim or
�cc��d�nc� wii� �e�i��n � or 7, in a re�s��abl�+ �i1i,c��nt ��nkr�v�rsy s17aB� b� suht��k#�� t� �r�itr�ti�n pu�s�ant t� t�se Title
m�n��r by �ny r����s�d, in�it��ir�� litigati�n ��� tl�e Ir���rai7�� Arbiir�tio� �ul�s �i l�r� Am�ricar� Land Title
completion of any appeals, it shall have fully performed its Ass�c��ti�rr ("�ules `}. Ex�ept �s �r�va�ied in tf�e �ules, �her� sha�i
obligations with respect to that matter and shall not be liable �e n� j�ind�r �r c€�ns�lid�tinn witia �I�irns r�r �o�tr�v�rs�es of
for any loss or damage caused to the Insured. cat�er ��r��ns. Ar�itra�le matt�rs r��y ir�c�ude, b�f ��e nat li�n�t€d
(b) In the event of any litigation, including litigation by the ka, �s�y c��fr���rsy �r �[�ir� be�v��w, the C�r���ny an� the
Company or with the Company's consent, the Company Irrs�re� �risi�g �ut r�t �r rel�ting ta #�oss p�riicy, �r�y s�rvice in
shall have no liability for loss or damage until there has r�nne�#ian with its i�su�nce �r Ih� �ir����� �f ��alicy pravi���n, a�
been a�nal determit��ti�n by a c�url of competent t� any �ather c�rstr�v�rsy or cl�ar� �rising �ut af thp �r�ns�cta���
jurisdictis��, �nc� dispositf�n of all app�a�s� adverse to the ��vir�:� ris� ko �ris p�li�y. All �rbitr�hle mat#�rs when th� Rmau�t
Title, as insa�r�d. ca� 1ns�ran� is $2,�(}�,Q�� �r l�s� shall be arb�tr�ted at th� apii��
(c) �h� G�m��r�y �I�all not b� �i�bE� f�ar I�ss or ciam�g� f� the �f ��t�ser the �sa�n����y �r tP�� Insu���i, unl�s� khe Insure� is �n
Ir��ur��i t�r I��bs��ty voluntarily a�sur��d by t�e I�sur�� in indsvi�uai ���s�n �as distin�ui�ha� f��m an Enisty�. ACI arbile�b9e
�ettikr�g ac7y cl�sp�� or suit wrilhQ�t th� �rit�r writt�� ��nsera� of m�tters wh��n ti�� Ar�r�unt �#' irrsur�n�� is �n �x�ss� �f ��,���,�QO
t�� �Qr��any, shall b� arbitrat��i only wE��n �gr��d to by both the Company and
10. REDUCiI�N OF INSURANCE; REDUCTION OR the I�sur�d. Arbitration pursu�r�# to this policy and �a�d�r the
T�R�riINATION OF LIA6ILIT"t�, Rui�� �i��li be bin€�in� upon the par�i�s. Jud�rn�nt upon the
All ��y�rents under this pc�licy, except payments made for costs, �r���d r�ndered by #he Arbitrator(s) �a:y be errte��d in any court
attorneys' fees and expenses, shall reduce the Amount of Insurance of competent jurisdiction.
Form 5825548 (9-1-14) Page 5 of 17 TX T-1 Owner's Policy of Title Insurance (Rev. 1-3-14)
Texas
CONDITIONS (Continued)
15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE 16. SEVERABILITY.
CONTRACT. In the event any provision of this policy, in whole or in part, is
(a) This policy together with all endorsements, if any, attached held invalid or unenforceable under applicable law, the policy
to it by the Company is the entire policy and contract shall be deemed not to include that provision or such part held
between the Insured and the Company. In interpreting any to be invalid and all other provisions shall remain in full force
provision of this policy, this policy shall be construed as a and effect.
whole. 17. CHOICE OF LAW; FORUM.
(b) Any claim of loss or damage that arises out of the status of (a) Choice of L�w: The Insured ��kncswledges the Company
the Title or by any action asserting such claim, shall be has unde�writt�n the risks covered by this policy and
restricted to this policy. determined the premium charged therefor in reliance upon
(c) Any amendment of or endorsement to this policy must be in the law affecting interests in real property and applicable to
writing and authenticated by an authorized person, or the interpretation, rights, remedies or enforcement of
expressly incorporated by Schedule A of this policy. policies of title insurance of the jurisdiction where the Land
(d) Each endorsement to this policy issued at any time is made is located.
a part of this policy and is subject to all of its terms and Therefore, the court or an arbitrator shall apply the law of
provisions. Except as the endorsement expressly states, it the jurisdiction where the Land is located to determine the
does not (i) modify any of the terms and provisions of the validity of claims against the Title that are adverse to the
policy, (ii) modify any prior endorsement, (iii) extend the Insured, and in interpreting and enforcing the terms of this
Date of Policy or (iv) increase the Amount of Insurance. policy. In neither case shall the court or arbitrator apply its
Each Commitment, endorsement or other form, or provision conflicts of laws principles to determine the applicable law.
in the Schedules to this policy that refers to a term d��ned (b) Ch�i�s of ��r�am: Any liti�atian or other prc��e�dsr�g brought
in Section 1 of the Conditions shall be deemed to r�f�r to by tl�e Insur�d against tf�e ��mpany mus� b� fiC�d ��ly in a
the term regardless of whether the term is capitalized in the state or federal court within the United States of America or
Commitment, endorsement or other form, or Schedule. its territories having appropriate jurisdiction.
Each Commitment, endorsement or other form, or provision 18. NOTICES, WHERE SENT.
in the Schedules that refers to the Conditions and Any notice of claim and any other notice or statement in writing
Stipulations shall be deemed to refer to the Conditions of required to be given to the Company under this Policy must be
this policy. giver� to tE�e ��rnpany �t Fiest �i�n�ric� Tit�� �ua���%y
�tr��any, �ttr�: Cl�m� Na�i�nal �nt�ke �e�t��, � �r�t
Ar��rican VV`U�y, ��ta Arr�, ��lif�rni� ��7��. �h�n�: �88-
632-1642.
Form 5825548 (9-1-14) Page 6 of 17 TX T-1 Owner's Policy of Title Insurance (Rev. 1-3-14)
Texas
`"`"� i Owner Policy of Title Insurance (T-1)
, Q , �. i X t ��°i��r�
�.�.N� �,� � Title Cr�ar�ntp Campe�ny ISSUED BY
� First American Title Guaranty Company
SC �/� � � ; POLICY NUMBER
' 2027-190059-RU
Name and Address of Title Insurance Company:
First American Title Guaranty Company, 1 First American Way, Santa Ana, CA 92701.
File No.: 2027-190059-RU
Date of Policy: 03/03/2017 at 10:28 am
Address for Reference only: 3100 Colorado Blvd, Denton, TX 76210
Amount of Insurance: $339,768.00 Premium: $2203.00
Name of Insured:
City of Denton, Texas, a Texas Home Rule Municipal Corporation
The estate or interest in the Land that is insured by this policy is:
FEE SIMPLE
3. Title is insured as vested in:
City of Denton, Texas, a Texas Home Rule Municipal Corporation
4. The land referred to in this policy is described as follows:
BEING a 5.860 acre tract of land situated in the Joseph White Survey, Abstract No. 1433, City of Denton,
Denton Counry, Texas, and being all of Lot 4, Block 1 per the Final Plat of Denton Regional Medical
Center, Phase 3, as recorded in Cabinet Y, Page 99 of the Plat Records of Denton County, Texas, and
being part of a called 243.185 acre tract of land described as Tract I in a Deed to Epic Development, Inc.,
as recorded in Volume 3245, Page 699 of the Real Properly Records of Denton County, Texas, and being
more particularly described as follows:
BEGINNING at a 5/8 inch iron rod found for the Southwest corner of the above cited Lot 4 and the most
Southerly corner of Lot iR, Block 1 per the Amending Plat of Denton Regional Medical Center, Phase 3,
as recorded in Document No. 2009-20 of the Plat Records of Denton County, Texas, said point also being
in the North line of Colorado Boulevard, as dedicated per said Final Plat recorded in Cabinet Y, Page 99;
THENCE North 48 degrees 11 minutes 42 seconds East (North 48 degrees 33 minutes 32 seconds East -
Plat) along the common line between said Lots 4 and iR, for a distance of 220.53 feet (220.53' — Plat) to
a 1/2 inch iron rod with cap stamped "Wier & Assoc., Inc." found for the Northwest corner of said Lot 4
and the most Easterly corner of said Lot iR, said point also being at an angle point in the Southwest line
of Lot 2, Block 1 per the Final Plat of Denton Regional Medical Center, Phase 3, as recorded in Document
No. 2009-87 of the Plat Records of Denton County, l"exas;
THENCE South 67 degrees 17 minutes 49 seconds East (South 66 degrees 55 minutes 54 seconds East -
Plat) along the common line between said Lots 4 and 2, for a distance of 91.66 feet (91.65' — Plat) to a
1/2 inch iron rod with cap stamped "Wier & Assoc., Inc." found for the Northeast corner of said Lot 4 and
the most Southerly corner of said Lot 2;
Form 5825548 (9-1-14) Page 7 of 17 TX T-1 Owners Policy of Title Insurance (Rev. 1-3-14)
Texas
THENCE North 48 degrees 09 minutes 56 seconds East (North 48 degrees 33 minutes 32 seconds East -
Plat) along the East line of said Lot 2, for a distance of 418.16 feet (418.16' — Plat) to a 1/2 inch iron rod
found for the Northeast corner of said Lot 2, said point also being in the Westerly line of Lot 3, Block 1
per the Final Plat of Denton Regional Medical Center, Phase 3, as recorded in Cabinet X, Page 366 of the
Plat Records of Denton County, Texas;
THENCE South 39 degrees 37 minutes 07 seconds East (South 39 degrees 38 minutes 05 seconds East -
Plat) along the Westerly line of said Lot 3, passing a 1/2 inch iron rod found for the most Southerly
corner of said Lot 3 and the Northwest corner of Lot 6R1, Block 1 per the Replat of Lot 6R1, 6R2 & 6R3,
Block 1 Denton Regional Medical Center, Phase 3, as recorded in Document No. 2015-118 of the Plat
Records of Denton County, Texas, at a distance of 6.34 feet, and continuing along the Westerly line of
said Replat, passing a 1/2 inch iron rod with cap stamped "KAZ" found for the common corner of Lots
6R1 and 6R2 at a distance of 212.46 feet, and continuing along the Westerly line of said Replat, passing
a 1/2 inch iron rod with cap stamped "KAZ" found for the common corner of Lots 6R2 and 6R3 at a
distance of 306.56 feet, and continuing along the Westerly line of said Replat, passing a 1/2 inch iron rod
with cap stamped "Wier & Assoc., Inc." found for the Southwest corner of said Replat at a distance of
375.24 feet, and continuing for a total distance of 483.47 feet to a 5/8 inch iron rod with cap stamped
"TNP" set for corner;
THENCE South 22 degrees 04 minutes 19 seconds West for a distance of 159.22 feet to a 5/8 inch iron
rod with cap stamped "TNP" set for corner in the North line of Lot 2, Block 1 per the Final Plat of Denton
Regional Medical Center Addition, Phase 2, as recorded in Cabinet Q, Page 305 of the Plat Records of
Denton County, Texas;
THENCE North 67 degrees 55 minutes 41 seconds West (North 67 degrees 32 minutes 19 seconds West -
Plat) along the North line of said Lot 2, passing a 1/2 inch iron rod found for the common corner of said
Lot 2 and Lot 1 at a distance of 44.44 feet, and continuing along the North line of said Lot 1, for a total
distance of 244.63 feet to a 1/2 inch iron rod found for the Northwest corner of said Lot 1;
THENCE South 21 degrees 59 minutes 08 seconds West (South 22 degrees 27 minutes 41 seconds West
- Plat) along the West line of said Lot 1, passing a 1/2 inch iron rod found at a distance of 199.76 feet,
and continuing along the West line of said Lot 1, for a total distance of 200.00 feet (200.00' — Plat) to a
point for corner in the North line of Colorado Boulevard, as dedicated by the Final Plat of Southern Hills,
Phase I, and recorded in Cabinet F, Page 125 of the Plat Records of Denton County, Texas;
THENCE North 67 degrees 55 minutes 41 seconds West (North 67 degrees 32 minutes 19 seconds West -
Plat) along the North line of said Colorado Boulevard, for a distance of 365.12 feet to a 5/8 inch iron rod
with cap stamped "TNP" set for corner;
THENCE North 22 degrees 02 minutes 20 seconds East continuing along the North line of said Colorado
Boulevard, for a distance of 9.35 feet to a 1/2 inch iron rod with illegible cap found for the Southeast
corner of said Lot 4;
THENCE North 67 degrees 56 minutes 01 seconds West (North 67 degrees 34 minutes 04 seconds West -
Plat) continuing along the North line of said Colorado Boulevard, and along the South line of said Lot 4,
for a distance of 111.56 feet (111.46' — Plat) to a 5/8 inch iron rod with cap stamped "TNP" set for corner
at the beginning of a non-tangent curve to the right;
THENCE in a Northwesterly direction, continuing along the North line of said Colorado Boulevard and the
South line of said Lot 4, and along said non-tangent curve to the right having a central angle of 03
degrees 17 minutes 37 seconds, a radius of 1350.00 feet, a chord bearing of North 63 degrees 01
minutes 24 seconds West, a chord distance of 77.59 feet and an arc length of 77.60 feet (77.60' — Plat)
to the POINT OF BEGINNING, and Containing 5.860 acres of land, more or less.
Note: The company is prohibited from insuring the area or quantity of the land described herein. Any
statement in the above legal description of the area or quantity of the land is not a representation that
such area or quantity is correct, but is made only for informational and/or identification purposes and
does not override Item 2 of Schedule B hereof.
Form 5825548 (9-1-14) Page 8 of 17 TX T-1 Owner's Policy of Title Insurance (Rev. 1-3-14)
Texas
By its issuing agent, New Reunion Title, LLC
(Thls Schedule A is velld only when jacket and Schedule B are attached)
Form 582554$ (9-1-14) Page 9 of 17
�
2745 Wlnd R1verLane
DentOn, TX 76210
(940)982-3030 Fax(940)382-3377
TX T-1 Owner's Policy of Title %nsuranee (Rev. 1-3-14)
Texas
,� �µ��.,
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��� ,,,�� i�le r ty
�1#� " �
File No. 2027-190059-RU
Owner Policy of Title Insurance (T-1)
ISSUED BY
First American Title Guaranty Company
POLICY NUMBER
2027-190059-RU
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorney's fees or
expenses) that arise by reason of the terms and conditions of the leases and easements, if any, shown in
Schedule A and the following matters:
2.
3.
4.
6.
The following restrictive covenants of record itemized below:
(the Company must either insert specific recording data or delete this exception)
Restrictive covenants described in instrument recorded in cc# 25428, Real
Property Records, Denton County, Texas. Any covenant, condition or restriction indicating a
preference, limitation or discrimination based on race, color, religion, sex, handicap, familial
status, or national origin to the extent such covenants, conditions or restrictions violate 42 USC
3604(c), is deleted.
Shortages in area
Homestead or community property or survivorship rights, if any, of any spouse of any Insured.
Any titles or rights asserted by anyone, including but not limited to, persons, the public, corporations,
governments or other entities,
a.
b.
c.
d.
e.
to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams,
lakes, bays, gulfs or oceans, or
to lands beyond the line of the harbor or bulkhead lines as established or changed by any
government, or
to filled-in lands, or artificial islands, or
to statutory water rights, including riparian rights, or
to the area extending from the line of inean low tide to the line of vegetation, or the right of
access to that area or easement along and across that area.
Standby fees, taxes and assessments by any taxing authority for the year 2017, and subsequent years;
and subsequent taxes and assessments by any taxing authority for prior years due to change in land
usage or ownership, but not those taxes or assessments for prior years because of an exemption granted
to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements
not assessed for a previous tax year.
The following matters and all terms of the documents creating or offering evidence of the matters:
(the Company must insert matters or delete this exception)
All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together
with all rights, privileges, and immunities 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 not listed.
Form 5825548 (9-1-14) Page 10 of 17 TX T-1 Owner's Policy of Title Insurance (Rev. 1-3-14)
Texas
Rights of parties in possession and rights of tenants under any unrecorded leases or rental
agreements.
c. Easement granted to T.P. & L. Co., filed 06/02/1924, recorded in Volume 190, Page 624, Real
Properly Records, Denton County, Texas. As affected by Tree Trimming Easement filed
03/07/1942, recorded in Volume 296, Page 285, Real Property Records, Denton County, Texas;
as affected by Supplemental Easement filed 04/13/1981, recorded in Volume 1071, Page 52, Real
Property Records, Denton County, Texas; assigned to Texas Municipal Power Agency by
instrument filed 03/29/1985, recorded in Volume 1601, Page 807, Real Property Records, Denton
County, Texas; amended by Clarification of Easement filed 02/13/1986,
recorded in Volume 1822, Page 312, Real Property Records, Denton County, Texas.
d. Mineral estate and interest in coal, lignite oil, gas and other minerals together with all rights,
privileges and immunities thereto described in instrument filed 08/25/1961, recorded in Volume
472, Page 54, Real Properly Records, Denton County, Texas. Title to said interest not checked
subsequent to the date thereof.
e. Easement granted to Lone Star Gas Co., filed 03/02/1960, recorded in Volume 454, Page 212,
Real Property Records, Denton County, Texas.
f. Terms, provisions, and conditions of Agreement filed 10/21/2005, recorded in cc# 2005-
131819, Real Property Records, Denton County, Texas.
g. Easement granted by Epic Development, Inc. to the City of Denton, Texas, filed 11/10/2005,
recorded in cc# 2005-140630, Real Property Records, Denton County, Texas.
h. Easement granted by Epic Development, Inc. to the City of Denton, Texas, filed 11/10/2005,
recorded in cc# 2005-140633, Real Property Records, Denton Counry, Texas.
Easement granted by Epic Development, Inc. to the City of Denton, filed 03/10/2009, recorded in
cc# 2009-28566, Real Property Records, Denton County, Texas.
The following easements and/or building lines, as shown on plat recorded in Cabinet Y, Slide
99, Plat Records, Denton County, Texas:
24' public access and utility easement;
8' public utiliry easement;
10' building line;
10' ROW dedication.
k. Terms, provisions, conditions, easements contained in Slope Easement Agreement, filed
06/09/2009, recorded in cc# 2009-69726, Real Properry Records, Denton County, Texas.
Section 14 of the Conditions of this Policy is hereby deleted.
mt Insuring provision(s) 4(d) of the T-19.1 Endorsement incorporated by reference in this policy
is/are hereby deleted.
Form 5825548 (9-1-14) Page 11 of 17 TX T-1 Owner's Policy of Title Insurance (Rev. 1-3-14)
Texas
W W 3 i Y.
` ° $, Frrs�fAm�r�a�,�rr
�� ��� Tltle Gvaranty ComPer�3'
� RESTRICTIONS, ENCROACHMENTS, MINERALS ENDORSEMENT -
OWNER'S POLICY ENDORSEMENT (T-19.1)
Issued by
Fi�st Ainerican Tit/e Guaranty Company
Attached to Policy No.: 2027-190059-RU
File No.: 2027-190059-RU
1. The it��+�r�n�� pr�v�ded by this en���ser��n� is sub�e�t to th� �x�lusions in 5��kkion 5 of tl�is
endoi-s�m�nt; ar�d tf�e Exclusions �i��r� ��v�rage, tl�e �xc�pti��7s from Cou�ras�e cont�ie�ed in Schedule B,
and the Conditions in the policy.
2. For the purposes of this endorsement only:
a. "Covenant" means a covenant, condition, limitation or restriction in a document or instrument in
effect at Date of Policy.
b. "Improvement" means a building, structure, road, walkway, driveway, or curb, afFixed to either
the Land or adjoining land and that by law constitutes real properly, but excluding any crops,
landscaping, lawn, shrubbery, or trees.
c. "Private Right" means (i) an option to purchase; (ii) a right of first refusal; or (iii) a right of prior
approval of a future purchaser or occupant.
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 Schedule B of the policy identifies the notice of the violation; or
d. Enforcement of 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.
The Company insures against loss or damage sustained by reason of:
a. An encroachment of:
i. an Improvement located on the Land, at Date of Policy, onto adjoining land or onto that
portion of the Land subject to an easement; or
ii. an Imprc�v�r��n� io�ated on adjoining I�n�i onto the Land at Date of ��li� unless an
e�s���ati�n �n �ch��iule B of the p��icy identifies the encroachment oth�ru�i�e insured
against in Sections 4.a.i. or 4.a.ii.; or
b. A final court order 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
encroach�s ���t� tha� ���ion of the Land su����� k� an easement exc��ted in Sch��clu�e B, sv���h
damag� ��e�ul�s �r�m t�r� �xercise of the rf�hk �� m�intain the eas�m�nt for the pur�o� for w�si�h
it was granted or 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.
Form 5825548 (9-1-14) Page 12 of 17 TX T-1 Owner's Policy of Title Insurance (Rev. 1-3-14)
Texas
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 protection of any
kind or nature, including hazardous or toxic matters, conditions, or substances;
d. �tan���nination, c��pl�sion, fire, fracturin�, vibration, ear�l�q��ke, or s�b�idence; or
e. ��e�lig�nce by a per°s�n or an Entity �x��°cising a right �� �xtr�c� or d�v��lop minerals or other
subsurFace substances.
This er�ci�r��m�nt is i�s�se� as part of the �olicy. E���pC �s it expressly stat�s, i� does not (i) modify any of the
terms ar�� �ravisions of Ch� policy, (ii) modi�j any pri�r e�dorsements, (iii) �x���d 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.
Ffrat Am�rrican Tftle Guar�nly Cfrm�any
4 i �
* � ' .
� �k�
.is�aphar hA ��a°ae� Pecxidraae Jaff¢�y 5 Raka��crn ���rc�srg
Form 5825548 (9-1-14) Page 13 of 17 TX T-1 Owner's Policy of Title Insurance (Rev. 1-3-14)
Texas
.�:
i�
�
Important Notice
ISSUED BY
First American Title Guaranty Company
IMPORTANT NOTICE � AV/SO /MPORTANTE
To obtain information or make a complaint: Para obtener informacion o para someter una queja.•
You may call First American Title Guaranty Company's Usted puede llamar al numero de telefono gratis First
toll-free telephone number for information or to make a American Title Guaranty Company's para informacion o
complaint at: para someter una queja al:
1-888-632-1642 1-888-632-1642
You may also write to First American Title Guaranty Usfed tambien puede escribir a First American Title
Company at: Guaranty Company:
1 First American Way 1 First American Way
Santa Ana, California 92707 Santa Ana, California 92707
You may contact the Texas Department of Insurance to Puede comunicarse con el Departamento de Seguros de
obtain information on companies, coverages, rights or Texas para obtener informacion acerca de companias,
complaints at: coberturas, derechos o quejas al:
1-800-252-3439 1-800-252-3439
You may write the Texas Department of Insurance: Puede escribir al Departamento de Seguros de Texas:
P.O. Box 149104 P.O. Box 149104
Austin, TX 78714-9104 Austin, TX 78714-9104
Fax: (512) 475-1771 Fax: (512) 475-1771
Web: http://www.tdi.state.tx.us Web: http://www.tdi.state.fx.us
E-mail: ConsumerProtection@tdi.state.tx.us E-mail: ConsumerProtection@tdi.state.tx.us
PREM/UM OR CLAIM D/SPUTES: D/SPUTAS SOBRE PR/MAS O RECLAMOS:
Should you have a dispute concerning your premium or Si tiene una disputa concerniente a su prima o a un
abouf a claim you should contact First American Title rec/amo, debe comunicarse con e/ First American Title
Guaranty Company first. If the dispute is not resolved, you Guaranty Company primero. Si no se resuelve la disputa,
may contact the Texas Department of Insurance. puede entonces comunicarse con el departamento (TDI).
ATTACH TH/S NOTICE TO YOUR POLICY: UNA ESTE AVISO A SU POL/ZA:
' This notice is for information only and does not become a Este aviso es solo para proposito de informacion y no se
part or condition of the attached document. convierte en parte o condicion del documento adjunto.
_u___ .mv..— �..........�. �__...._
�� � � � � g y Complaint Notice (11-1-09)
Texas
Form 58-TXNOTICE 9-1-14 Pa e 1 of 1� Mandator .�^
Form 5825548 (9-1-14) Page 14 of 17 TX T-1 Owner's Policy of Title Insurance (Rev. 1-3-14)
Texas
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Reunbn Tltle ("Reunlon'� Is a wholly owned subsldWry of Flrst Amerlcan Tltle Insurance Company. Reunlon and Its subsldlary and afflllated companles respect the prlvacy and securlty of
your non-publlc personal Informatbn ("Persflnal InFormatbn'� and protecting your Personal Infamatbn Is one of our top prbritles. Thls Prlvacy Statement explalns Reunbn's prNacy
practices, Including how we use the Personal Informatlon we recelve From you and from other speclfled sources, and to whom It may be dlsclosed. Reunbn folbws the prNacy practices
descrlbed In thls Prlvacy Statement and, depending on the business performed, Reunbn may share InFormatbn descrlbed hereln.
dp�li�bdlity
ih4s 1xr€v�y I7��dC.y r�tsv�r�a:: sauc us� �1' ii�� knfarm�9.lw� th�€ y�u p�avk4e ita us, It �I+��s raat yrn+em th� mars�aer In whkh we may use Int�rrn�tbn we have rybt�isa� from any nRher �urce,
saach �s esr�barrkatlrsar oht�ld��€i frrr�r� � pui���c rcc�r�i �ar fr�irrs a��catherp� r�rs a' en�p[y, i�eun�arw and First A�seripn have also adopted brs��r guldellnes tlr�t s�rseaern our use af �er��arnal
�rsir�rr���tu�r� r�art9l�5s r F s!� s�u�c�. Fl�rsi Aort€r�:ar� r.�lls �Ft�se gulde93�r�� Its Falr Ir71'c�rts��4la�t Values.
Tyrpes of %nformatlon
Depending upon whkh of our servkes you are utllizing, the types of nonpublk Personal Infortnatbn that we may collect Include:
+ InFormatlon we recelve from you on applkatlons, forms and In other communkatbns to us. whether In wrlting, In person, by telephone or any otlier means;
. Informatlon about your transactbns wlth us, our affllWted companles, or others;
. Informatlon we recelve from a consumer reporting agency; and
• Informatlon from you through our Intemet websltes, such as your name, address, emall address, Internet Protaol address, the webslte Ilnks you used to get to our websltes, and
your activlty whlle using or revlewing our websltes.
U� of Infortnatlon
We r��est Inforir�aku�rt fram ycau fw our own 1�ICIm��e f��isiness g�urp�ses �€��t f� U�� beneFlt of a�sy nt�n�ffl4�ateti ��p. l'i�crefare w� wlal ri�i r�f�as� Y€.�rs �er�[yn�k Informatlon to
nc�r�affrCi�t� p�rlles �te.�rf: {L� �s rreces�ry f�r us ta �ar�vBr3e tl�� prsa€Eu�� �rr �en+lc� ycy�r hav� r�a�us:sEe�l oF us; or {�) �s �r�sq��k�i �ay ��+�. 1�'� a���y, litzv�ever, 54�e such InFormatlon
Ir�d�#'la�l#efy, rns:pu�dng tir� y�rlr�! aFter wEaich arl� r�st[rna�e• re�atlC�rshtl�r E1�s c�as�cl. Su��� lnfcrraraat�ar� m�y be used it�r ar�y Vnl�rn�l ��r� s�. sc�c1� as q��aVk[y eankr+�E c[�ar�s or customer
analysls We �x�ay �6s� ��c�vdd� �6i ad �h� pes af d�eesv��isl ir�f�aea��tian Ilstc�l abnv� t�r one or ¢�ar�r� nF p€a� afFlllated �rarn�anles S�cir �3f64�t€�f c�ie��gs�r�les irv��€re�� flriaa�clal servke provlders,
s�cl� �s t111e drrosur2r;s, gar+a�yeuty �nd c�sud�dy 6ns�r�rs, ar�� tr�st �tio�cl Investment �Var�sa�y Cc�sra�r��s, or ec�t��'s�rala� �r€u�ued !n r�l �sY�t� serv6ces, �uch �s appr�9s�N cc�i§roaa�ies. house
w��ra��Cy cQrn�aanles xsard e�r�u �t�Enpanl�s, I•urtFr�rra�c�re, �re �y ak5s� I�•avld� a!I tl�e Io�Fryrn�atu�n we crai9ect, �s d� scrih�cl a�ve, t�s ��trp�a�l�s [hat �iertt�ern na�srk�tl¢�5; s�rsr�es on our
1�!'�li, �sn deha� ai s��r afflll��ed co�p�r�des c�r t� rst�a�r tln�ric4a9 �srs�ittrt�bns w4Cf� wi7tnta we or our �fi`Vlk�t�si wmpanles have jolnt rsx�rk�Clrrs} a�reednen�.
Foemee Customers
Even If you are no longer our custaner, our Prlvacy Polky wlll contlnue to apply to you.
�eynfident3�iity �n� S�curify
W� v�Vll us� aa�r hest eFEr�rtS t�a e�rssu�e t#�at rscr u€s�s�atYvarir� ���tk�s hav� �cces� trr any eaF yttt�r i��rscu��i ioat'orFn�tl�rrr. 4Y� r�s#rltt ac���.� Ccs R�rs�ar€a! lw�i�nrqatlon a�sui y�u Fcs tisas�
knd4v�d€e�9s �nd erxt�td� wFscy rr�d 4�a kraowr tEral i€rFr�rcnaEwnsr tr�T� �avki� presducts or s�ev6ccs t�i yrw. tN� wlll use vu�� txst ��fras [� Cet trade� �nd srvcrs� bur �rn(adoyees ar�d ����� [r� �sasure
Eh�t pa�+�r ��rse7r��l irai�arnr�k€�an wilf E�e iy��rrllc�t3 res�s�sl�Iy e�nd �n �c.cvrdance w4th t���s I�mr�y� F�rllry and Revni�r� �rrri F6rs[ f�3erlr.an`s }�akr tnt�arrr��t@rt� Vali�es. W� ��rtres�thy rnalntaln
i�Y��+�l, e��Era:�S�c, ��id grxrrs;rrks�raR �al'�q�€�;�rris th�q cQmply wii� f�raf e����l�rtl�a�s tt� g��arr� �cadsr PQrspr�a€ i��F�rrra�atl�es.
ie�frsrntat�a� I71at�lr5�d ihe�ugtt C�ur I�t��a SbYa
Rea�nlcarr �nd �dr�l Am�ri�t� %sr��rca�E�l Csrar�a�ra�brrn �r� s�r��ltsv� zo �r0va�y iss��es sza the Intc�r�el, Nte ks�il�ve 14 4s ampvr�nC pn€� �o��w ltic�w wQ kreaC tha� 4r5f�rrm�tk�r �3�wC ys7e@ wn r[��Ive
€Na tY7� ir�tern��. loa y�a�a��r�l. Yrxo c��n vI�Y4 R�urrl�n �sr First f+mer•ka�a or It� �fClll���!5` 4'det� s�d�s can llse Wrc�r�d Y�vlaie �1� wlsirs�! Ecflfa� sas wha yt�u ac� t�r rr+v�aling ar3y leatcsrm�if�i �lr4ut
yu�urs�Cf, Ck«r W�Cs servers cr klee# the cGam�rn n�E�es� nak ktre e.r���if a��ec ss�s, a� vi�btiars i1y�s I�af�yr�natRon os �ggr��j atcci t�a rn��s�are fh� n�rm�r �f visits, av�r-age tl�aae s�nt can t#7� s3te,
pa�s vo�wtecl �ruci semll�r knfa�rn�atl�a. �eurck�n ar�d t°frs6 �4�aerk�n us� ¢laf� lr�irarf n�tds�, iss n�e�sure Sh� us� ca� €��as srt� �rrc! l� clev�ccKrr �i��s tcr gnrqr�sv�e t#re [�t�t�u�t +�f �ssr sCts�.
There �r� tlm�s, I��rwev�r, rvk�en we may ��i I�aFcsraa��tdc�r inrra� ypu, s�ach as yar�r rzarn� �nd �nb�61 �rldr�ss. YViveca inisrr�naCsan I� r�c�e�f. wr� w14� use �ne it�st �I��arts to let you knQw a!
#h� ti�ae a� Ca@Ee�t�an ksqwa we wl19 ��5� tRsc Pcrsa�r�cai Tntc�rr���41c�d�� 4�su�lly, kPse i�rs�sal tr�#smen�tPt�s� we r.r�ll�t Is useti c�r� tay �� tas te�:p�nd tr� yaur brtqulry. �rnc�ss a� order or allow y6u to
�€a
�sc�s sp�c6fi� �ccxatiFra��r��IP� §niar�r���:l€�o. If ya�u c9�€accsse t�s sE�are any �'ersur�a9 Sn€[�erri�ticar� vr�s4 ��s, we v�10� r�r�3Y �se I� G� ���cf���e,e uurkh �Rte 9�Ikfes caa�tkkr�i ak��sve.
Btwsia9�s R�1ati[mr�ships
Reu�Ickn �ris9 FI��sE �mer�c�a+ Flnaa7�i�d C�rr:ror�tl€an`s �ites and Its afflllat�s' sltes n�ay �:t�r�r�9rt 9dnks tn o�trer NJeb sltes. Whlle we try to Ilnk only to sltes that share our hlgh standards and
r�s��t tar �r�vx�cy, we ar� not res�onsl�� Fae the c€sr�fi�nt or the prlv�a.y pradlces ean��iyc'rJ by €�tk�e� sifes.
Cookles
5�uns� �aC Revn�on's and First Rme�rse�rp"s �rY�b SM1tes m�y fnak� use a�' "�c�k1e" l�chncs3c�y t� €ttc.�s�t� sl�e ��tivsty artel tv custt�fa�l�� 4a�t�rrrrat�s€a ta y+�r p� rs¢�nal �a:sS�s.. A�ak�� Is an
e�m�9�t c�t ��€� tF�<7S � Y�eb s�3� c�r� s�rud to ycr�r I�r�user, s�hkh r��� tf�er� sE�e kiae e�lsi�; pn y�ur har+� dr6v�, €teua�kmt�tk�,ca�m roeud Flrst�sna.�n�as us� sS�rc�tf cc�lci�. Tfte r�Carl of thls
i�cha�€�Ia�y 6s Co ts�lier s�rve y�su w8�cs� vis�ilr�g Qur sd[�, s�v� You tkm� reah�rr yusa �re h�r� aoatl to pravd�e yau w�kM � rr�or� �rat�as�irt7�fra� aoir� �arvdiac�pis� We�a �1f� ex�rl�a;c�.
Fair %nformation Values
. Faimess We consWer consumer expectatlons about thelr prlvacy In all our buslnesses. We only offer products and servlces that assure a favorable balance betw2en consumer
beneflts and consumer prlvacy.
P Publlc Record We belleve that an open publlc record creates slgnlFkant value for soclety, enhances consumer cholce and creates consumer opportuniry. We actively support an
open publ� record and emphaslze Its Importance and contrlbutlon to our economy.
■ Use We belleve we should behave responslbly when we use Infwmatlon about a wnsumer In our buslness. We wlll obey the laws governing the collectlon, use and dlsseminatlon
of data.
. Aauracy 1N� �rdll t�3r� reawnable steps to help a�;s�r� the acccFr�cy of the d�t� we cofa�t, us� �s�d dlss�rnknafie. W9r�re ���IE�d�, we wlll [ake €��ssa�aa�le �t�qs to wrrect
Inaccurate Iniqr�b�a4ip�a. When, as wlth the publlc re�csrd, we ��nr�aat correct ssa���urate N�i�rerj�t�c��, we wlil t�k� all re�sc�naG6� �ke{�s to assVs€ er�surrr�rs In �d�w7tlfying the snurce
of the erroneous data so [hat the consumer can secure the requlred conectlons.
e �dtac��on We endeavor to ee�l�rc�t� the users of our �sr��ra�ts and servkes, our em�spsay�es and others In our Industry �t�rut the i�np�r��rtce a� consumer prlvar.y. +1V� wlll Instruct
qur e�aaQ�loyees on our falr In(�zri�rl�at[�n values and on �e r�sg�uar�slble collectbn ae�ci use a� rlata, We wlll encourage othees rrw our IRa€�.r�ry ta cnllect and use Inf�rnac�tkan In a
responslble manner.
a Securlty We wlll malntaln approprlate facllltles and systems to protect agalnst unauthorized access to and corruptlon of the data we malntaln.
Effective Date: August 1, 2011
Form 5825548 (9-1-14) Page 15 of 17 TX T-1 Owner's Policy of Title Insurance (Rev, 1-3-14)
Texas
R�ueets for Correctfon, Amendment, or DeleGon of Personal Informadon
A.s r�i�ireci by �ps�s@kak�d� law, we wlll a�€ara# you the rl�hR to �c��� y�sae P��saG�al Ynfamatlon, uri�E�r cerEa� clrcupsut�mr.es to flnd out to whom your Personal Informatlon has been
�is�ka:�tl, �nd r�ue54 cc�rrectlon or del�k4tart of your P�r�ranai �€sFor€nail��, fscwv�rer, Reunlon's ��,rrKen� p�rai9cy Is to mairstaln customers' Personal Ynformatlon for no less than your state's
r�ulred reeord retentbn requlrements for the purpose of handling future coverage elalms,
For your prot�.tlon, all requests made under thls sectbn must be In wrlting and must Include your notarized slgnature to establlsh your ldentlty. Where �rmltted by law we may charge a
eeasonable fee to cover the cosls Incurr�l In responding to such e�uests. Please send r�uests to:
Reunlon Tltle
Peter S. Graf
Generel Counsel
2626 Howell Str�t. lOth Fl�r
Dallas, Texas 75204
Chanpes to thls Privary Statement
Thls prNacy Statement may be amend� from time to tlme eonslstent wlth appll�ble prlvaey laws. When we amend thls Prlvacy Slatement, we wlll post a notke of such changes on our
webslte. The effective date of thls Prlvaty Stat�ment, as stated below, Indkates the last time thls PrNa�y Statement was revlsed or materlally changed.
Effective Date: Au9ust 1, 2011
Form 5825548 (9-1-14) Page 16 of 17 TX T-1 Owner's Policy of Tltle %nsuranee (Rev. 1-3-14)
Texas
ge, "�ae,e
`*• .Fll'SI.f�II]CI'1CSI1
°�ti r�^z,�� �IriC' .�iU81'c�l]t,J, t.011��7817,y
�ri�acy Ini+S�m�Nan ..
4N� Ar�a �qmmit2e�r1 tu �'at�gvmrdinq Cusi�incur Infnrm�kf[�
Psr �rrd+*J� fic7 RS�t�e Se:a+1e yvur P3e�sds t�esw� �nctl €rr 41ae Ga�Eur�, w� nr�y ask yr.Mp eU PF�ivi�ie tss w�tts c�tiaan �o�f�srtnatlon. We un[1er�t,�ak� that you may t'¢� Ct�neerrr�i �tlb�ui w9eaC w� wikl €C� wl4h sueh
latt'rMmm�akkrn -�,3aEi:ICu�a�9y any �ea�spn�i ca� Tin�,tc��sa€ inip�ma[€wrro 1Ve a�ree klaa[� y�a�� havG � rY�jMit t� k.n�rw ht�Y� we wlll utlllze tC�ti� �e,r�a}al Infortnatbn ysin� }srovld� ku� vs. 'Ricr�TurN„ ta�e9�.9�ser wutta our
suh�dl�rl� w� l7�v� i�cfcy�E� iHis F'rFv�d.y PpflCy t� g�v�c�c tfs� ikse �¢rc� ha��s��V�ag �sf yttus� 9�es's�an�l 4nis1�5a,sElc��t.
Ap�alic�zla9t9ty
Thds Privacy Ycrl€cy governs our use aT ttlre InPc��t&taaat that you provlde to us. It � not govern the manner In whlch we may use Infssrn�atlon we have ua�falned from any nt&4er scaurce, s�c�s as
la�d�em��ltxr sak�c�lru�f fran a publk rc�rsrr] �rr irrm� ��f�i�her person or entlry. Flrst �si�rlcan has also adopted broader puldellnes that gam�rrr our use of per�earr�sl Informatlon fcst�rdless �f ais sra�scr.�.
Flrst American calls these guldellnes tts Falr Infortnatbn Values.
'ry'P� at iniarmaYfon
Depen�l�rg u�x,zx wh�ch +�C �,ur seevkes y�ta �r� utdlleluur�, tk�e type.5 s�� rycrn�rs�lilk pzrscwxab InPctrmatkars tkrat we may collect Include:
� infcssFna�rr�t we ���Iv� frt�tva yr>u a�ra a��fk�tic,ns, trsrms anri In otYae� ctarrqfng�raoc�kinns Ssa us, whether In wrRing, In person, by telephone a any other means;
� inf�rmd4i17p� 3tN5Wt y€lur irani�ctiE�rrs lsrakta 4rs, �ur aT�iPta9;ed �.4'xnPand�s, ce�f �klt�rS; �7ntl..
• InfortnaGon we recelve from a consumer reporting agency,
Use of Infarmatlon
�+S�e r�cy�it�t Pr�fC7rh�aikor� [r�'ra yrru fr� caua uwn I�Prlrna�Ce #�ustn�s y3srr�€SSC� �rkd nCrE Par t€�� f�e[���F Ud �ny nt�2F�I8b�t�d {��srty. ii�er��Fqr�� 4V� wdld rr�sk r�l�� yaur k�f€frnaatl� t�a t�c�nt�liplla�t�d �rarkl�s
erCepC, ¢i} a5 rt�ess�ry for us ta {rrmltl�e� 1#roC praaluct cFr s�.rvf�c ytaqk �t�ve r�dpu�st�d crf �s5; (�r [�� aS �Y2Es7jdtdc�ek �y I�w. We �rr�y> hssVtev�e, 54ear�; s�zcPr krafCYmvatkNs Iu�e4�i�nilk°�1y, insiatding kS�� p��ofi
�ftss v+9�ICPt arby ti�.t�skwa�c s�iatkzrs�l5n�i 11�5 Ce��ed. Su�h Irr[e5e'n3tts'3� raaaY tlse u�9 i�r any snte�ra'kit �au�:epta5�, su�h a5 s,ualdEy carit�•d e4tsae4� ar Cu�rser an�Fy54s. We rxaag �tSU #�€avlde aiG cs€ t�� [yp�' t�f�
��pnK��Wc per�aau�B BrafG�a�ii�tfhs7 Il�d� atrt�tv�e ka ran� nr �a9�e CsF Wr afFll€aE�tE Csxregs�rvlg5. Su�Clr a�FiR�kt�i c.wzi�r�e'�1e5 hnC�r€�e tinarscWl :�F:rvlC� prr�w�tler�, 5�f:�r as tk'Fk� MfiSurerS„ �rni�rt+i ar€p� e75raa14Y
4€7yureos.� ��ad �eu51 ��€t Ic��esinraessk. advisary CS7En�a�n�5, a�r Cs�rs�pandas wnvolverS �Y r�� e54ale servEc�,S, su�N� as �WsGtaisa� cs�rso{a3nle.s, t§sarr�e� wa�arkky �rn9san4es a[W Ci.4'sq�nt cr�n�aa�rk�5, Fu€'1➢tera�re,
cve� cr�ay �k�SD pr�3vld� al1 thr��.. F�n6sarrn�tlaet� w� �SAi�.�t, as ds:snl�.a;1 �t7civ�,. tq �zNn�asr�.l�s C9�aa �c�4raf�ri r1��a��[I�g� scavl�e�� T�ati CUr �eha9F,. �� bel'I��C s�i mur �€(lElSt�[s[9 cc�€pan�.� b€ st� c�hPr 4krsan�cld4
9r��'ki[.�tK�+u wfNr urh€siri w� na �ar fiN'fiPl��af Ctar�rp�e�6es hav� jal¢r�� �r�rka,�te�a� aqrr�an�m�;s,
Former Customers
Even If you are no bnger our customer, our Privacy Polky wlll condnue to apply to yow
Confldentlality and se�curity
We wlll use our best ed�orts to ensure that no unauthoriz� partles have access to any of your Inf�asr rM1tl�sra, We r�:sSrict rec��ss Ln rsrsn�ata&Ic �rsors�E tl`s�flrm�Ei�n abouk yvr�r trt� Uw� €rrd[�a#uals and
entYcleS wlrq ��t� to kt�aw that In6a�rrr�atbn to prtrv�3e p�rraducts s�� s�evit�:s to You. We wlll srsaa tac�r i�sd affuris us Qr�M1n �a� �iv�ssee c�u� �m�t5y�s arsd �gea�is �� e�sur� that yciasr Inioematssissra will be
handled r���nsi4aly a�t9 I�s acwrrS�:mr,� wfth thls k�elv�ty 4�c�€cy iswi Ftr�4� Amerlcan's Fair Infc�rrnn�ticm Vatues. 1Ne currea�CEy �a�:la�L�sn physdc�t, �kect+gn'st, anc9 �r�S�aral �Ce.quard5 fha� c�n��ly wlth
federal regulatlons to guard your nonpublk personal Infortnatbn.
ini�rsn�t�on Ck�ht,i9n�n'1 Thr�au�h 6ur 4Y�!b Sit�s
i=irst Am4rir�aes i•i�ecr4[i�l �:nrruss•ailcxr !a sensd�v� Su piW�Cy I�ssues. �ot the Errt�rn�[. we I�1Seue �t is €m�paY€�arckY ydaU k�[1w havr w� dr�t the Inf�arnaaklcmrr �f,MSU4 yaau w� r��vg �3a� i.'h�e 4rri�rnt�:..
fas g�erac�al, Yau t��t vl5ak �Irst �+rn�rican s�r Its �PCIt�t�.�` Wc� 5ikes nn khe S�.+ra€kl Wie�e V�Pt� wtth�uk teBMdrs� us wft[a yqu x�� c�K rwvc^�Ilny a�€y 4r�fcmm�4lti+t �47eaas�4 YuAaes#^61 Q�r +�+Peha scevers eall�t Riroe
r��sma@n �aa�'1€�, Er4b dtl7�+ 2=m�i'� ae&da�ess�s,� a� �I��tYN's- 1'�u�f �EticarFrVatiarr ks a�g#�j�t�1 �r3 r�e�asa�r� 'th� �6a,u�'tG�:� �)d rls�ts, ���g� Cki� s��t �r� 4dt� 51te� [�� v8�w�d �r�d �an�r�r dri�arrr�atlon. H[�s[
,4�'r�Cei� �rs� thl�s in�a�rm�iic�r� I.t7 re�isure... !!ee usc cr! c�s�r �st� �risS 4'n 4teueCr�a I��s to Im�7€€�zve kPse tqr�keiz� ts� c�ur �IC�:,
'Rrp�'e �re C(a'�i�s�, Yinwe�v�s, wh�e�. w�2 rnay rr�7 Infwr��t¢im trr�ru Yav, suc6i� ss y�r na�ne��. �nKt e[rs�a@ asftiress When I�Fa�anaYlt�n 15 a�e��k, vr� v��� ea5� +�ier best eft�rts ta �€ You kn�aw� �t the tlme of
C�IVectit�a }5rnv� we wllp u5� RYae t�'�p�Tai 'ss�[s�r�nakiart� qiSua34Y� kkae pedsa'EaY 6r�Trar�r�t6� wt; u�l�ri�. Is r�s�9 as�ky t�y u�S icr tes8;a�+tsi tt� yt'�r k�t�ulrY, prr�t:�ss an �'€iur CN alit5w you kc� access sp�lflc
�rra�e�fi�P*�bl� i�tFprrn�k9�g, ify� rl�a� Yct �ifi�¢� roryy �5�r�in�I infarra��tiemt uul4kk cr5, a� u�19f eu9ly use fk �Ea �z�rctamt� wliiv t��;aplu�res e+s�€�irocd alit�u�
�u�iness Relatiansl�i�5
f`fast I4rnecican Flr�ancl�l Cnrporatlon's slte and Its aftlllates' sltes may contaln Ilnks to other Web sites. Whlle we try to Ilnk only [o sltes that share our hlgh standards and respect fa prNacy, we are
not responslble for the conten[ w the prlvacy practkes empbyed by other sltes.
Cookles
Some of Flrst Amerlcan's Web sltes may make use of "cookle" [echnology to measure slte aRlvlty and [o custanlze Informatlon to your personal tastes. A cookle Is an element of data that a Web slte
c��r s�:�rc1 R�a �t�rr tarrnvsev, witl�kz may then store the �cakf� on your ha� �trt've.
�'����q,.�y� w5t:� star+� c�icl�s. The goal of thls 4a�Etrrt�ogy Is to l��t�r serve you when vlslting our slte, save you dme when you are h�e and to provlde you wltfi a more meaningful and
produdNe Web sRe experience.
�.__.....,.,._._.._��-- ----._� �......._ ..._�___--- ------
Falr Informatlon Valu�
Falrness We conslder consumer expectatlons about thelr prlvacy In all our businesses. We only offer products and servlces that assure a favorable balance betwcen consumer beneflts and consumer
�#raw,�tC/.
Put�[i� Record We belleve that an open publlc record aeates slgnlfkant value for soclety, enhances consumer chWce and creates consumer opportunlry. We actively support an open publlc rewrd
anCt �awp7taslae k�5 Im{arut<�at�� �ne� �[xki�9l�urileara !�r s�e �r�rtnmy.
Use N1e Ii�Ucv2 w� 5hrcwlcl t5ehau� ��s{zarGs�kray wh��1 we �se dnFpecnaLk�ar aNxju[ � ccarf5weraee 4n nur 6ers€n�ss W� wV@ t7iaey' the k��w5 yuvecra4�Q thr cblCs�tlqn, use �'titf dlis5kmlrraLSo�� c�f' ctata.
A�ur�cy We wl6tl tak� rec�san�aE�l� ste�s Lu h�l� a�sute tfse acc�sracy +.af tfi2 dala v� CVld�ct. rrsc �ni1� iClsswlnrrjat�e 41dh�r� �ris�6u�, w� bv146 t�.8 te��:5wi��Ee SS.�pS lc� earrecd Gn�rc:[Ear�t� Inf�r�ratityn.
Wh�o,. �5 wakCs. C�+e ��E�Ice r�ewr}, wc c�'6�arlyd [tklrE�«t kna�eurate. Ynlr�rm�tw[��: We wllR Eak� altl r�auFrs�ka9e Si[°µ� tcs ass's5t caMrSaavne�S Nr ld�ntlfyrnc� tl�� S�rCe at the �rrUsz�S �9aia sa'�,fiat #:he ctsresu�t�r
can secur� the requ�r�p �re�roh�;,
Edu�a�iqn We end�v�r ia exls�eaYe the users of our products and servlces, our �rployees and others In our [�is0ust�y ala�ut the ina��^ae9anc� ai c€3r�sumer �rivacy, We wlll Instruct our �nploye2s on
our falr Informatlon values and on the responslble collectlon and use of data. We wlll encourage otiiers In our In[luxtty tn ��lect an�E use I�sfarrrwtux± In a res�oaa�til� manner.
5ecurlty We wlll malntaln approprlate facllitles and systans to protect agalnst unauthalzed aaess to and corruptlon of the data we malntaln.
Form 58-PRIVACY (9-1-14)
Form 5825548 (9-1-14) Page 17 of 17
Page 1 of 1 Privacy Information (2001-2010 First American Financlal Corporation)
TX T-1 Owner's Policy of Title Insurance (Rev. 1-3-14)
Texas