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2003-104ORDINANCE NO. ~O~-/Od AN ORDINANCE APPROVING A REAL ESTATE CONTRACT BETWEEN THE CITY OF DENTON AND DENTON COUNTY RELATING TO THE PURCHASE OF THE COUNTY'S ONE HALF UNDIVIDED INTEREST IN 2.93 ACRES OF LAND LOCATED IN THE EUGENE PUCHALSKI SURVEY, ABSTRACT NO. 996, DENTON COUNTY, TEXAS, AND BEING PART OF A TRACT OF LAND AS DESCRIBED BY DEED TO THE CITY OF DENTON, TEXAS AND DENTON COUNTY, AS RECORDED IN VOLUME 383, PAGE 187, DEED RECORDS, DENTON COUNTY TEXAS,; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON, TEXAS, HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute a Real Estate Contract between the City and Denton County, Texas in substantially the form of the Real Estate Contract which is attached hereto and made a part of this Ordinance for all purposes, for the purchase of the County's one-half interest of an approximately 2.93 acre tract to facilitate an exchange of land for the future Ironhorse Electric Substation. SECTION 2. The City Manager is authorized to make the expenditures as set forth in the attached Real Estate Agreement. PASSED AND APPROVED this the/~-..~_~'/~ day of ~ , 2003. EULINE BROCK, MAYOR ATTEST: APP~IJJVED SS TO LEGAL fORM: REAL ESTATE CONTRACT STATE OF TEXAS COUNTY OF DENTON THIS CONTRACT OF SALE is made by Denton County, Texas a political Subdivision of the State of Texas (hereinafter referred to as "Seller") and CITY OF DENTON, TEXAS, a home rule municipality, of Denton, Denton CountY, Texas, (hereinafter referred ~o as "Purchaser"), upon .the terms and conditions set forth herein.. PURCHASE AND SALE Seller hereby sells and agrees to convey, and Purchaser hereby purchases and agrees to pay for all of its one half undivided interest in and to that certain tract, lot or parcel of land described in ~EXHIBIT A", attached herein, with all rights and appurtenances pertaining to the said property, including any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way (all of such real property, rights, and appurtenances being hereinafter referred to as the "Property"), together with any improvements, fixtures, and personal property situated on and attached to the Property, for the consideration and upon and subject to the terms, provisions, and conditions hereinafter set forth. PURCHASE PRICE 1. Amount of Purchase Price· The total purchase price for the Property shall be the sum of Twenty One Thousand Five Hundred Dollars and No Cents ($21,500700) (the "Purchase Price"). Payment of Purchase Price. The full amount of the Purchase Price shall be payable in cash at the closing. PURCHASER'S OBLIGATIONS The obligations of Purchaser hereunder to consummate the transactions contemplated hereby are subject to the satisfaction of each of the following conditions any of which may be waived in whole or in part by Purchaser at or prior to the closing. 1, Preliminary Title Report. Within twenty (20) days after the date hereof, Purchaser, at Purchaser's sole cost and expense, shall have caused the Title Company (hereinafter defined) to issue a owner's policy commitment (the "Conumitment") accompanied by copies of all recorded documents relating to easements, rights-of-way, etc., affecting the Property. Purchaser shall give Seller written notice on or before the expiration of ten (10) days after Purchaser receives the Commitment that the condAtlon of title as set forth in the Cormmitment is or is not satisfactory. In the event Purchaser states the condition of title is not satisfactory, Seller shall, at Seller's option, promptly undertake to eliminate or modify all unacceptable matters to the reasonable satisfaction of Purchaser. In the event Seller is unable or elects not to do so within ten (10) days after receipt of written notice, Purchaser at its option, may grant Seller additional time to cure, ~erminate this Agreement or accept the condition of title and proceed to closing. 2. Survey. Purchaser may, at Purchaser's sole cost and expense, obtain.a current survey of the Property, prepared by a duly licensed Texas land surveyor acceptable to Purchaser. The survey shall be staked on the ground, and shall show the location of all improvements, highways, sSreets, roads, railroads, rivers, creeks, or other water courses, fences, easements, and rights-of- way on or adjacent to the Property, if any, and shall contain the surveyor's certification that there are no encroachments on the Property and shall set forth the number of total acres comprising the Property, together, with a metes and bounds description thereof. Purchaser will have ten (10) days after receipt of t~e survey to review and approve the survey. In the event the survey is unacceptable, then Purchaser shall within the ten (10) day period, give Seller written notice of this fact. Seller shall, at Seller's option, promptly undertake to eliminate or modify the unacceptable portions of the survey to the reasonable satisfaction of Purchaser. In the event Seller is unable or elects not to do so within ten (10) days after receipt of written PAGE 2 notice, Purchaser, at its option may elect to terminate this Agreement, grant Seller additional time to cure, or proceed to closing. Purchaser's failure to give Seller this written notice shall be deemed to be Purchaser's acceptance of the survey. 3. Seller's Compliance. Seller shall have performed, ob- served, and complied with all of the covenants, agreements, and conditions required by this Agreement to he performed, observed, and complied with by Seller prior to or as of the closing. The closing shall be Company, 2215 S. Loop 288, before April 3~ 2003, CLOSING ~ held at the office of Texas Title Suite 320, Denton, Texas 76205 on or or at such title company, time, date, and place as Seller and Purchaser may mutually agree upon (which date is herein referred to as the "closing date"). CLOSING REQUIREMENTS 1. Seller's Requirements. At the closing Seller shall deliver to the City of Denton a duly executed and acknowledged Special Warranty Deed conveying good and indefeasible fee simple title to the Property, free and clear of any and all liens, encumbrances, conditions, assessments, and restrictions, except for any exceptions approved by Purchaser pursuant to Purchaser's Obligations hereof and any exceptions approved by Purchaser in writing. 2. Purchaser's Requirements. Purchaser shall pay the consideration as referenced in the "Purchase Price" section of this contract at Closing in immediately available funds. 3. Closing Costs. All consummating the sale and specifically allocated herein for Seller's attorney fees. costs and expenses of closing in purchase of the Property not shall be paid by Purchaser, except REAL ESTATE COMMISSION Seller and Purchaser represent and warrant to each other that neither has retained a broker for this transaction and that there PAGE 3 are no broker or real estate fees due as a result of the constumnation of this contract. BREACH BY SELLER In the event Seller shall fail to fully and timely perform any of its obligations hereunder or shall fail to consummate the sale of the Property except Purchaser's default, Purchaser may either enforce specific performance of this Agreement or terminate this Agreement by written notice delivered to seller. BREACH BY PURCHASER In the event Purchaser should fail to constunmate the purchase of the Property, the conditions to Purchaser's obligations set forth in PURCHASER'S OBLIGATIONS having been satisfied and Purchaser being in default Seller may either enforce specific performance of this Agreement, or terminate this Agreement by written notice delivered to purchaser. MISCELLANEOUS 1. Assigranent of Agreement. This Agreement may be assigned by Purchaser without the express written consent of Seller. 2. Survival of Covenants. .Any of the representations, war- ranties, covenants, and agreements of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the closing of the transactions contemplated hereby shall survive the closing and shall not be merged therein. 3. Notice. Any notice required or permitted to be delivered hereunder shall be deemed received when sent by Unitgd States mail, postage prepaid, certified mail, return receipt requested, addressed to Seller or Purchaser, as the case may be, at the address set forth beneath the signature of the party. PAGE 4 4. Texas Law to Apply. This Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Denton County, Texas. 5. Parties Bound. This Agreement shall be binding upon and inur~ to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Agreement. 6. Legal Construction. In case any one or more of the pro- visions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, said in- validity, illegality, or unenforceability shall not affect any other, provision hereof, and this Agreement shall be construed as if the-invalid, illegal, or unenforceable provision had never been contained herein. 7. Prior Agreements Superseded. This Agreement constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. 8. Time of Essence. Time is of the essence in this Agreement. 9. Gender. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. 10. MemorandLun of Contract. Upon request of either party, both parties shall promptly execute a memorandum of this Agreement suitable for filing of record. 11. Compliance. In accordance with the requirement~ of the Texas Real Estate License Act, Purchaser is hereby advised that it should be furnished with or obtain a policy of title insurance or Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's own selection. 12. Time Limit. In the event a fully executed copy of this Agreement has not been returned to Purchaser within ten (10) days after Purchaser executes this Agreement and delivers same to Sel- PAGE 5 ler, Purchaser shall have the right to terminate this Agreement upon written notice to Seller. 13. Effective Date. The term ~Effective Date" means the latter of the dates on which this Contract is signed by either Sellers or Purchaser, as indicated by their signature below. If the last party to execute this Contract fails to complete the date ,of execution below that party's signature, the date the Title Company acknowledges receipt of a copy of this fully executed contract is the Effective Date. IN WITNESS WHEREOF, Seller and Purchaser have executed this contract to be effective as to the Effective Date. Hon. Rir o% - ' Denton County Judge Acting on behalf of and By authority of the Co~L=L~issioners Court of Denton County, Texas APPROVED AS T0 F0~i PAGE 6 CITY OF DENTON, BY: TEXAS 215 E. McKinney Denton, Texas 76201 ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS FORM: BY: PAGE 7 ACKNOWLEDGEMENT STATE OF TEXAS § COUNTY OF DENTON § the ~ity of Denton, a municipal corporation, on behalf of said municipal corporation ~.,'%~;,:.~:;.:;,,, JANE E. RICHARDSON · .--~:' -.:~% ~: : ~ Notary Public, StateofTexas % :.. .:~~ My Commission Expires I~i June 27, 2005 Notary Public in and for the State of Texas STATE OF TEXAS § COLrNTY OF DENTON § This~~t is acknowledged before me, on this //~ . , 200~ by Mary Horn, County Judge Denton County, Texas, on behalf ,of sai~ day of of the PAGE 8 TITLE COMPANY ACCEPTANCE AND ACKNOWLEDGEMENT The Title Company acknowledges receipt of the Contract onto day of ~, , 2003. fully executed TITL~ COMPANY: Name: Texas Title Company Address: 2215 S. Loop 288, Suite Denton, Texas 76205 Telephone.., 940-382-8251 By: ~ . Printed/~ame: - _ . Title: 320 PAGE 9 ~ of~ DENTON Exhibit A LEGAl DES££1PTION for a 2,930Acre traot out of the EUGENE PACHAISK1SU£VEYA.9£6 Denton, Denton County, Texas Being att that certain remainder tract, parcel or tot of/and out of the Eugene Pacha/ski Survey A.$90 in tho City of Denton, Denton 'County, Texas dezcn'bed by deed recorded in Volume 383, Page 187, Deed Records, Denton County, Texas and more particularly described es fo/lows: BEGI'H~IiNG at a one.haft inch iron rod found for the common re.entrant corner of the tract descn'bed by deed recorded in Vdume /793, Page 601 Deed Records, Denton County Texas and in the south right.of, way line of West Prairie Street at the west end of said street; · 20" ' THENCE: with the said south right.of, way line of Prain'e Street, S 88°// E, a d/stance of 23£.28 feet to a five-eights inch iron rod set for a comer, in the southwest right, of. way//'ne of the Burlington Northern - Santa Fe Railway Co; from which a TXDOT Brass Disk set in concrete hears S, 8? 1/'£ 624.1 feet,· THENCE: with the said railroad south west right.of, way h'ne, S 2/056, 03" E, a distance of 42Z 79 feet to a five. eights inch iron rodset for corner in the north line Die tract descdbedby deedrecordedin Volume 1798, Page Deed Records, Denton County, Texas; from which a TXDOT Brass Dbk set in concrete bears S 88 ° 15' E, 489.9 feet; THENCE.. leaving the said railroed right.of, way h~e and with the said common line, N B8 °1B'25" W, a distance of 411.£9 feet to a one.half inch iron rod found for o corner," THENCE: continuing with the said line, N 01 *62 39" E, a distance of 3£Z 1£ feet to the place of beginning and containing 2.930 acres o/land mare or less as surveyed byjohn nalljr rfls # 1970 during the month of Sept 2002. (see attached survey sketch H. O01) "Dedicated to Quality Sen,ice ~ www. cityofdcnton.co.t SPECIAL WARRANTY DEED Date: ~ ~O , 2003 350 090916 Grantor: Denton County, Texas Grantee: City of Denton, Texas Grantee's Mailing Address (including county) City of Denton 601 East Hickory Street Denton, Texas 76205 Denton, County Consideration: TWENTY ONE THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS ($21,500.00) and other good and valuable consideration. Property (including any improvements): Being a 2.930 acre parcel of land situated in the Eugene Puchalski Survey, Abstract No. 996, Denton County, Texas, being more particularly described in "EXHIBIT A" attached hereto and by this reference being made a part hereof for all purposes. Reservations From and Exceptions to Conveyance and Warranty: Easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded instruments, other than liens and conveyances, that affect the property. GRANTOR , for the consideration, receipt of which is hereby acknowledged, and subject to the reservations from and exceptions to conveyance and warranty, grants, sells and conveys to Grantee the property, together with all and singular the rights and appurtenances thereto in any wise belonging, to have and to hold it to GP~%/qTEE, GRANTEE'S, successors or assigns forever. GRANTOR binds GRANTOR and GRANTOR'S heirs, executors, administrators and successors to warrant and forever defend all and singular the property to GRANTEE and GRANTEE'S, successors and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under GRANTOR, but not otherwise. ~35r0 B5505 When the context requires, singular nouns and pronouns include the plural. GRANTOR: Acting on behalf of and By authority of the Coa=~issioners Court of Denton County, Texas ACKNOWLEDGMENT THE STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me this_~--- day of ~ , 2003 by Mary Horn, County Judge of the Denton County, Texas, on behalf of said county. Notary Public in and for the State of Texas DENTON Exhibit A .350 B5506 lEGAL DESCRIPTION for a 2.B38 Aere tract nut of the EUGENE PACttALSK/ SURVEYA.89G Denton, Denton County, Texas Being all that certala remainder tract, parcel or lot of land out of the Eugene Pachalski Survey A-SOB in the City of Denton, Denton County, Texas described by deed recorded in Volume 383, Page 187, Deed Records, Denton County, Texas and more particularly described as follows: BEGINNING at a one.haH inch iron rod found for the common re.entrant corner of the tract described by deed recorded in Volume 1798, Page 801 Deed Records, Denton County Texas and in the south right-of-way line of West Prairie Street at the west end of said street; THENCE: with the said south right.of, way line of Prairie Street, S 88°11 20" E, a distance of 239.28 feet to a five.eights inch #on rod set for a corner, in the southwest right.of, way//'ne of the Burlington Northern - Santa Fe Ha#way Co; from which a TXDOT Brass Disk set in concrete bears S 88 ° Il'E, 824. 1 feeC THENCE: w/th the said ra//road southwest right-of, way I/ne, S2/°58'03" E, a d/stance of 42Z79 feet to a f/re. eights inch iron rod set for comer in the north line of a tract described by deed recorded in Volume 1798, Page $01 Deed tYecords, Denton County, Texas; from which a TXDOT Brass Disk set in concrete bears S 88° lB'E, 489.9 feet; THENCE: lea v/ag the said railroad right.of, way I/ne and with the said common I/ne, N 88 ° 1 B' 25" ~, a d/stance of 41L9£ feet to a one.half inch iron rod found for a corner; THENCE: continuing with the said line, N BI °~ 39" E, a distance of 3£2.19 feet to the place of beginning and contain/no 2.930 acres of land more or less as surveyed by/ohn nall/r rpls # 1970 during the month of Sept 2002. (see attached survey sketch H. O01) "Dedicated to Quality Service" wu,w. cityoflenton.com 0907G'! PARTIAL RELEASE OF LEASE STATE OF TEXAS § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS: WHEREAS on January 30, 1953 the CITY OF DENTON, a municipal corporation, and DENTON COUNTY, both being bodies politic and corporate, as Lessors, did lease to the TEXAS NATIONAL GUARD ARMORY BOARD, a body politic and corporate, as Lessee, a tract of land situated in Denton, Denton County, containing 10 acres, more or less, said lease being recorded in Volume 388 Page 23, Deed Records of Denton Count,.,,, Texas, the "leased premises;" and WHEREAS said lease was for a term of ninety-nine (99) years; and WHEREAS on April 30, 2003 the County of Denton conveyed to the City of Denton all of the County's right, title, and interest in 2.930 acres of the 10 acres tract described above; and WHEREAS the name 0fthe Texas National Guard Armory Board was changed to the TEXAS MILITARY FACILITIES COMMISSION in 1997 by the 75th Legislature; and WHEREAS the City of Denton, Lessor, has requested a release fi:om the lease of Lessee's interest in the 2.930 acre tract; and WHEREAS Lessee desire to cancel and release the requested portion of the leased premises and to convey all of its interest in the released portion to Lessor so that Lessor may use the released portion for a public purpose. NOW THEREFORE for and in consideration of the sum ofTEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, the receipt mad sufficiency of which is hereby acknowledged the TEXAS MILITARY FACILITIES COMMISSION, GRANTOR, whose address is Camp 2200 W. 35th Street, Building 64, Austin, TX 78703-1227 does hereby release, transfer, assign, deliver, and quitclaim unto the CITY OF DENTON, TEXAS, GRANTEE, whose address is City Hall East, 601 East Hickory Street; Suite B, Denton, TX 76205 all of Grantor's right, title, and interest in and to the tract or parcel of land described in EXHiBIT "A" attached hereto and incorporated by this reference as though set forth herein verbatim. Executed on the '~c~ dayof '~37~,~e.., ,2003. 350 ql19 TEXAS MILITARY FACILITIES COMMISSION By:~ A.~Wells,~E x~e cutive~Director STATE OF TEXAS § COUNTY OF TRAVIS § This instrument was acknowledged before me on the ~c¢ day of .~-'~,~ o~ ,2003 by ~J~o~I~VP~i~[ls, Executive.. Director.. of the Texas. Military Facilities Commission, on behalf of said Notary Public! State o~ Texa~ AFTER RECORDING, PLEASE RETURN TO: Paul Williamson, Manager of Real Estate City of Denton Engineering Department City Hall East 601 West Hickory; Suite B Denton, TX 76205 ~/(~'~:'~)& TiNAIvi BURFORD ~ ~k~I M~' ~Omm*~on Expires PARTIAL RELEASE OF LEASE PAGE 2 Being a/l that certain remainder tract, parcel or lot of bnd eot of the Eugene Pachalshi Survey A.998 in the City of Denton, Denton County, Texas described by deed recorded in Vobme 383, Page 187, Deed Records, Denton £ount?, Texas and more partinuler~ described as fo/inws: BEGINNIN~ at a one.half inch iron rod found for the common re.entrant comer of the tract described by deed recorded in Volume 1798, Page 801 Deed Records, Denton County Texas and in the south right.of-way line of West Prairie Street at the west end of said ~treet; THEI~£E: w/th the said south right-of-way line of Prairie Street, S 88°11 20"E, a .distance of 239.28 feet to e five-eights inch iron rod set for a comer, in the southwest right-of-way line of the Burlington Northern - Santa Fe Railway Co; from which a TXDOT Brass Dish set in concrete bears S 88° ! ! ' E, 624. I feet; THENCE: with the said tel/road southwest ri#hr-of, way line, S 21 °58' 03~ E, a distance of 427.78 feet to a five. eights inch iron red s~t far eorn~r in the nortb //ne of a tract described by deed recorded in Volume 1798, Page 801 Oecd Records, Denton County, Texas; from which a TXOOT Brass Disk set in concrete bears S 88" 18' E, 489.9 feet; THENCE: leaving the said railroad right-of-way line and with the s~id common line, N 88°! 8' 25" W, a distance of 411.99 feet to a one-ha/finch iron rod found for a comer; THENCE: continuing with the said//ne, N 91 °52 39" E, a distance of 392.19 feet to the place of beginning and containing Z 930 acres of land more or less as surveyed byjehn nail jr rpls # 1970 during the month of Sept 2002. ISSUED BY OWNER'S POLICY OF TITLE INSURANCE I wye "I tle Insur'dnce SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, LAWYERS TITLE INSURANCE CORPORATION, a Virginia corporation, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or incurred by the insured by reason of: I. Title to the estate or interest described in Schedule A being vested other than as stated therein; 2. Any defect in or lien or encumbrance on the title; 3. Any statutory or constitutional mechanic's, contractor's, or materialman's lien for labor or material having its inception on or before Date of Policy; 4. Lack of a dght of access to and from the land; 5. Lack of good and indefeasible title. The Company also will pay the costs, attorneys' fees and expenses incurred in defense of the title, as insured, but only to the extent provided in the Conditions and Stipulations. IN WITNESS WHEREOF, LAWYERS TITLE INSURANCE CORPORA11ON has caused its corporate name and seal to be hereunto affixed by its duly authorized officers, the Policy to become valid when countersigned by an authorized officer or agent of the Company. LAWYERS TITLE INSURANCE CORPORATION Secretary ~l ~'"; 19 :~ 5 ..."~ President EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of lhe land or any parcel of which the land is or was a par[; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking that has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; (e) resulting in loss or damage that would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. The refusal of any person to purchase, lease or lend money on the estate or interest covered hereby in the land described in Schedule A because of unmarketability of the title. 5. Any claim which adses out of the transaction vesting in the person named in paragraph 3 of Schedule A the estate or interest insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or other state or federal creditors' rights laws that is based on either (i) the lransaction creating the estate or interest insured by this Policy being deemed a fraudulent conveyance or fraudulent transfer or a voidable distribution or voidable dividend, (ii) the subordination or recharacterization of the estate or interest insured by this Policy as a result of the application of the doctrine of equitable subordination or (iii) the transaction creating the estate or interest insured by this Policy being deemed a preferential transfer except where the preferential transfer results from the failure of the Company or its issuing agent to timely file for record the instrument of transfer to the insured after delivery or the failure of such recordation to impart notice lo a purchaser for value or a judgment or lien creditor. Texas Owner's Policy T-1 (Rev. 04/04/02) Cover Page CONDITIONS AND STIPULATIONS 1. DEFINITION OF TERMS. The following terms when used in this policy mean: (a) 'insured": the insured named in Schedule A, and, subject to any dghts or defenses the Company would have had against the named insured, those who succeed to the interest of the named insured by operation of law as distinguished from purchase including, but not limhed to, heirs, dictheutees, devisees, survivors, personal representatives, next of kin, or corporate, partnership or tibeciary successors, and specitical~y, without limitation, the following: (i) the successors in interest to a corporation, limited liability company or limited liability partnership resulting from merger or consolidation or conversion or the disldbction of the assets of the corporation or limited liability company or limited liability padnership upon partial or complete liquidation; (ii) the successors in interest to a general or limited partnership or limited liability company or limited liability partnership which dissolves but does not terminate; (iii) the successors in interest to a general or limited partnership resulting from the distribution of the assets of the general or limited partnership upon partial or complete liquidation; (iv) the successors in interest to a joint venture resulting from the distdbudon of the assets of the joint venture upon papal or complete liquidation; (v) the successor or substitute trustee(s) of a trustee named in a wdttan trust instrument; or (vi) the successors in interest to a trustee or trust resulting from the distdbudon of all or part of the assets of the trust to the beneficiaries thereof. (b) "insured claimant":, an insured claiming loss or damage. (c) 'knowledge" or "known": actual knowledge, not constructive knowledge or notice that may be imputed to an insured by reason of the public records as defined in this policy or any other records which impart constructive notice of matters affecting the land. (d) "land": the land described or referred to in Schedule A, and improvements affixed thereto that by law constitute real properly. The term 'tend" does not include any property beyond the lines of the area deschhed or referred to in Schedule A, nor any dght, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but nothing herein shall modify or limit the extent to which a right of access to and from the land is insured by this policy. (e) 'mortgage": mortgage, deed of trust, trust deed, or other security instrument. (t) "public records": records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchesem tor value and without knowledge. With respect to Section l(a)(iv) of the Exclusions From Coverage, "public records" also shall include environmental protection liens filed in the records of the clerk of the United States district court for the district in which the land is located. (g) 'access": legal hght of access to the land and not the physical condition of access. The coverage provided as to access does not assure the adequacy of access for the use intended. 2. CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE. The coverage of this policy shall continue in force as of Date of Policy in favor of an insu~d only so long as the insured retains an estate or interest in the land, or holds an indebtedness secured by a purchase money mortgage given by a purchaser from the insured, or only so long as the insured shall have Itabilify by reason of covenants of warranty made by the insured in any transfer or conveyance of the estate or interest. This policy shall not continue in force in favor of any purchaser from the insured of either (i) an estate or interest in the land, or (ii) an indebtedness secured by a purchase money mortgage given th the insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT. Tbe insured shell notify the Company promptly in writing (i) in case of any litigation as set forth in Section 4(a) below, or (ii) in case knowledge shall come to an insured hereunder of any claim of title or interest that is adverse to the title to the estate or interest, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy. If prompt notice shall not be given to the Company, then as to the insured all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shall in no case prejudice the rights of any insured under this policy unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice. When, after the date of the policy, the insured notifies the Company as required herein of a lien, encumbrance, adveme claim or other defect in title to the estate or interest in the land insured by this policy that is not excluded or excepted from the coverage of this policy, the Company shall promptly investigate the charge to determine whether the lien, encumbrance, adverse claim or defect is valid and not barred by law or statute. The Company shall notify the insured in witting, within a reasonable time, of its determination as to the validity or invalidity of the insured*s claim or charge under the policy. If the Company concludes that the lien, encumbrance, adverse claim or defect is not covered by this policy, or was efherwiee addressed in the closing of the transaction in connection with which this policy was issued, the Company shall specifically advise the insured of the reasons for its determination. If the Company concludes that the lien, encumbrance, adverse claim or defect is valid, the Company shall take one of the following aefions: (i) institute the necessaP/proceedings to clear the lien, encumbrance. adverse claim or defect from the title to the estate as insured; (ii) indemnify the insured as provided in this policy;, (iii) upon payment of appropriate premium and charges therefor, issue to the insured claimant or to a subsequent owner, mortgagee or holder of the estate or interest in the land insured by this policy, a policy of title insurance without exception for the lien, encumbrance, adverse claim or defect, said policy to be in an amount equal to the current value of the property or, if a mortgagee policy, the amount of the loan; (iv) indemnify a~otber rifle insurance company in connection with its issuance of a policy(les) of title insurance without excepgon for the lien, encumbrance, adverse claim or defect; (v) secure a release or other document discharging the lien, encumbrance, adverse claim or defect; or (vi) undertake a combination of (i) through (v) herein. 4. DEFENSE AND PROSECUTION OF ACTIONS: DUTY OF INSURED CLAIMANT TO COOPERATE. (a) Upon written request by the insured and subject to the options contained in Section 6 of these Conditions and Stipulations, the Company. at its own cost and without unreasonable delay, shall provide for the defense of an insured in litigation in which any third party asserts a ctsim adverse tu the titts or interest as insured, but only as to those stated causes of action alleging a delect, lien or encumbrance or other matter insured against by this policy. The Company shall have the right to select COURSer of its choice (subject to the right of the insured to object for reasonable cause} to represent the insured as to those stated causes of action and shall not be liable for and wilt not pay the fees of any ether counsel. The company will not pay any fees, costs or expenses incurred by the insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the title to the estate or interest, as insured, or to prevent or reduce loss or damage to insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable hereunder, and shall not thereby concede liability or waive any provision of this policy. If the Company shall exemise its rights under this paragraph, it shall do diligently. (c) Whenever the Company shall have brought an action or interposed a defense as required or permitted by the provisions of this policy, the Company may pursue any litigadon to finef determination by a court of competent jurisdiction and expressty reserves the right, in its sole discretion, to appeal trom any adverse judgment or order. (d) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding, the insured shall secure to the Company the dgth to so prosecute or provide defense in the action or proceeding, and all appeals herein, and permit the Company to use, at its option, the name of the insured for this purpose. Whenever requested by the Company, the insured, at the Company's expense, shall give the company all reasonable aid (i) in any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or · proceeding, or affecting settlement, and (ii) in any other tswful act that in the opinion of the Company may be necessary or desirable to establish the title to the estate or interest as insured. If the Company is prejudiced by the failure of the insured to furnish the required cooperation, the Company's obligations to the insured under the policy shall terminate, including any liabilify or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requihng such cooperation. 5. PROOF OF LOSS OR DAMAGE. In addition to and after the notices required under Section 3 of these Conditions and Stipulations have been provided the Company, a proof of loss or damage signed and sworn to by the insured claimant shall be furnished to the Company within 91 days after the insured shall ascertain the facts giving rise to the loss or damage. The proof of loss or damage shall describe the defect in, or lien or encumbrance on the title, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. If the Company is prejudiced by the failure of the insured claimant to provide the required proof of loss or damage, the Company's obligations to the insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such proof of loss or damage. In addition, the insured ctsimant may reasonably be required to submit to examination under oath by any authorized representative of the Company and shall produce for examination, inspection and copying, at such reasonable times and places as may be designated by any authorized representative of the Company, all records, bootie, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Policy, which reasonably pertain to the loss or damage. Further, if requested by any authedzed representative of the Company, the insured claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third pady, which reasonably pertain to the loss or damage. All information designated as confidential by the insured claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the insured claimant to submit for examination under oath, produce other reasonably requested iefonmation or grant permission to secure reasonably necessary information from third parties as required in this paragraph shall terminate any liability of the Company under this policy as to that claim. 6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY. In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. TO pay or fender payment of the amount of insurance under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant, which were authedzed by the Company, up to the time of payment or fender of payment and which the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations to the insured under this policy, other than to make the payment required, shall terminate, including any liability or obligation to defend, prosecute; or continue any litigation, and the policy shall be surrendered to the Company for cancellation. CONTROL NUMBER continued on next page of cover sheet ,0121504 CI 121 $****'21,500.00 $****340.00 1000 CASE NUMBER 2001 DE 121504-G (400)/CS LAWYERS TITLE INSURANCE CORPORATION OWNER POLICY OF TITLE INSURANCE ..................... DATE OF POLICY ~/io/2oo3 AMOUNT OF INSURANCE $****'21,500.00 POLICY NUMBER 0121504 SCHEDULE A 1. Name of Insured: CITY OF DENTON 2. The estate or interest in the land that is covered by this policy is: FEE SIMPLE AND LEASEHOLD ESTATE as created in Lease Agreement by and between CITY OF DENTON, TEXAS and the COUNTY OF DENTON, TEXAS, as Lessor, and TEXAS NATIONAL GUARD ARMORY BOARD, as Lessee, dated January 30, 1953, filed May 4, 1953, recorded in Volume 388, Page 23, Deed Records, DENTON County, Texas. 3. Title to the estate or interest in the land is insured as vested in: CITY OF DENTON 4. The land referred to in this policy is described as follows: See Exhibit A attached hereto and made a part hereof for all purposes. Texas Owner's Policy T-1 (Rev. Schedule A Countersigned 1-1-93)Texas Owner's TEXAS TITLE COMPANY By: . Autlmg±zed countersignature Val±d Only If Schedule B And Cover Page Are Attached LAWYERS TITLE INSURANCE CORPORATION OWNER POLICY OF TITLE INSURANCE ..................... CASE NUMBER 2001 DE 121504-G (400)/cs EXHIBIT A DATE OF POLICY NUMBER POLICY 6/10/2003 0121504 BEING all that certain remainder tract, parcel or lot of land out of the EUGENE PACHALSKI SURVEY A-996 in the City of Denton, DENTON County, Texas described by deed recorded in Volume 383, Page 187, Deed Records, DENTON County, Texas and more particularly describea as follows: BEGINNING at a one-half inch iron rod found for the common re-entrant corner of the tract described by deed recorded in Volume 1796, Page 601~ Deed Records, DENTON County, Texas and in the South right of way ±ine os West Prairie Street at the West end of said street; THENCE with said South right of way line of West Prairie Street, South 88 degrees 11 minutes 20 seconds East, a distance of 239.28 feet to a five-eights inch iron rod set for a corner, in the Southwest right of way line of Burlington Northern-Santa Fe Railway Co; from which a TXDOT Brass Disk set in concrete bears South 88 degrees 11 minutes East, 624.1 feet; THENCE with the said railroad Southwest right of way line, South 21 degrees 56 minutes 03 seconds East, a distance of 427.79 feet to a five-eiqhts inch iron rod set for corner in the North line of a tract described by aeed recorded in VOlume 1796~ Page 601 Deed Records, DENTON County, Texas~ from which a TXDOT Brass Disk set in concrete bears South 88 degrees 16 minutes East, 489.9 feet; THENCE leaving the said railroad right of way line and with the said common line, North 88 deqrees 16 minutes 25 seconds West, a distance of 411.99 feet to a one-hal~ inch iron rod found for a corner; THENCE continuing with the said line, North 01 degrees 52 minutes 39 seconds East, a ~istance of 392.19 feet to the PLACE OF BEGINNING and CONTAINING 2.930 acres of land, more or less as surveyed by John Nall, Jr. RPLS #1970 during the month of Septer~er 2002. Texas Owner's Policy T-1 (Rev. 1-1-93)Texas Owner's Valid Only If Schedule AdB Exhibit A- Page 1 And Cover Page Are Attacned I~AWYERS TITLE INSUP3~NCE CORPORATION CASE AUJMBER 2001 DE 121504-G OWNER POLICY OF TITLE INSURANCE (400)/cs SCHEDULE B DATE OF POLICY N~JMBER POLICY 6/10/2003 0121504 This policy does not insure against loss or damage (and the ComDany will not pay costs, attorney's fees or expenses) that arise by reason of %he terms and conditions of the ±eases or easements insured, if any, shown in Schedule A and the following matters: 1. The following restrictive covenants of_record itemized below the Company must either insert specific recording ~ata or delete this exception ITEM 1 OF SCHEDULE B IS HEREBY DELETED IN ITS ENTIRETY. 2. Any discrepancies, conflicts~ or shortages in are~ or bo.undary lines, or any encroachments or protrusions, or any overlapping of improvements. 3. Homestead or community property or survivorship rights, if any, of any spouse of any insured. 4. Any titles or rights asserted by anyone, including; but not %imited to, personst the public, cor~orations,.government or osh~r_entitles~ a. to tidelands, or lan~s comprising the shores or De~s of navigable or Derennial rivers and streams lakes, bays, ~ulfs or oceans, or b. %o lands beyond the line of the harbor or bulkhead lines as established or changed by any government~ or c. to filled-in lan~s, or artificial islands, or d. to statutory water rights, including riparian rights, or e. to the area extending from the line of mean low ~ide to the line of vegetationt or the right of access to that area or easement along and across thac area. 5. Standby fees, taxes and assessments by any taxing authority for the year 2003 , and s.u~.se~uent years; and subsequent ta~.es and assessments by ~ny taxing authority ~or prior years due to c~ange in land usage or ownersh%p, but not those taxes or assessments for prior years because of an exemption ~ranted to a previous owner of the property under Section 11.13, TEXAS TAX CODE, or because of improvements no~ assessed for a previous tax year. 6. The following matters and all terms of the documents creating or offerin~ evidence of 5he matters (We must insert matters or delete this exception.): Rights of parties in possession. 7. Terms, provisions and conditions of Lease Agreement by and between CITY OF DENTON TEXAS and the COUNTY OF DENTON, TEXAS, as Lessor, and TE~X~.S NATIOnaL GUAI{D ARMORY BOARD, as Lessee. dated January 30, 1953, filed May 4, 1953, recorded in Volume 388, Page 23, Deed Records, DENTON County, Texas. 8. Easement created in instrument executed by CITY OF DENTON, TEXAS and COUNTY OF DENTON~ TEXAS to GTE SOUTHWEST INCORPORATED, dated January 21, 1992, filed March 12; 1992, recorded in Volume 3178, Page 469, Deed Records, DENTON Coan~y. 9. Rights of tenants in possession, as tenants only, under any unrecorded ( CONT. ON SCH. B, PAGE 2 ) Texas Owner's Policy T-1 (Rev. 1-1-93)Texas Owner's Valid Only If Schedule A Schedule B And Cover Page Are Attached 10. CASE NUMBER 2001 DE 121504-G (400)/CS SCHEDULE B rental or lease agreements. LAWYERS TITLE INSURANCE CORPORATION ..................... OWNER POLICY OF TITLE INSURANCE DATE OF POLICY 6/10/2003 POLICY NUMBER 0121504 Easements, or claims of easements, which are not recorded in the public records. Texas Owner's Policy T-1 (Rev. 1-1-93)Texas Owner's Valid Only If Schedule A Schedule B And Cover Page Are Attached (b) To Pay or Otherwise Settle With Parties Other than the Insured or With the thsured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an insured claimant any claim insured against under this policy, together with any costs, attorneys' fees and expenses incurred by the insured c~aimant, which were authorized by the Company up to the time of payment and which the Company is obligated to pay; or (ii) to pay or otherwise settle with the insured claimant the loss or damage provided for under this policy, together with any costs, affomeys" fees and expenses incurred by the insured claimant, which were authodzed by the Company up to the time of payment and which the Company is obligated to pay. Upon the exemise by the Company of either of the options provided for in paragraphs (b)(i) or (ii), the Company's obligations to the insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute or continue any litigation. 7, DETERMINATION, EXTENT OF LIARILITY AND COINSURANCE. This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the insured claimant who has suffered loss or damage by reason of matters insured against by this policy and only to the extent herein described. (a) The liability ol the Company under this policy shall not exceed the least of: (1) the Amount of Insurance stated in Schedule A; (ii) the difference between the value of the insured estate or interest as insured and the value of the insured esla~e or interest subject to the defect, llen or encumbrance insured against by this policy at the date the insured claimant is required to fumish to Company a proof ol loss or damage in accordance with Section 5 of these Conditions and Stipulations. (b) In the event the Amount of Insurance stated in Schedule A at the Date of Policy is less than 80 percent ol the value of the insured estate or interest or the full consideration paid Ici the land, whichever is less, or if subsequent to the Date of Policy an improvement is erected on the land which increases the value of the insured estate or interest by at least 20 percent over the Amount of Insurance stated in Schedule A, then this Policy is subjecl to the following: (i) where no subsequent improvement has been made, as to any partial loss, the Company shall only pay tbe loss pro rata in the proportion that the amounl of insurance at Date of Policy bears to the total value of the insured estate or interesl at Date of Policy; or (ii) where a subsequent improvement has been made, as to any partial loss, the Company shall only pay the loss pro rata in the proportion that 120 percent of the Amount of Insurance stated in Schedule A bears to the sum of the Amount of Insurance stated in Schedule A and the amount expended for the improvement. The provisions of 'this paragraph shall not apply ~o costs, attorneys' fees and expenses for which the Company is liable under Ihis policy, and shall only apply to that portion ct any loss which exceeds, in the aggregate, 10 percent of the Amount of Insurance stated in Schedule A. (c) The Company will pay only those costs, attorneys' fees and expenses incurred in accordance with Section 4 ct these Condilions and Stipotations. 8. APPORTIONMENT. tt the land described in Schedule A consists of two or more parcels that are not being used as a single site, and a loss is established affecting one or more of the parcels but not all, the loss shall be compotad and settled on a pro rata basis as if the amount of insurance under this policy was divided pro rata as to the value on Date of Policy of each separate parcel to the whole, exclusive of any improvements made subsequent to Date of Policy, unless a liability or value has otherwise been agreed upon as to each parcel by the Company and the insured al the time of the issuance nf this policy and shown by an express statement or by an endorsement attached to this policy. 9. LIMITATION OF LIABILITY. (a) ~f the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the land, all as insured, or takes action in accordance with Section 3 or Section 6, in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully pertormed ils obligations with respect to that matter and shall not be liable lor any loss or damage caused thereby. (b) In the event of any litigation, including litigation by lhe Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a tinal determination by a court ct competent jurisdiction, and disposition of appeals therefrom, adverse to the titte as insured. (c) The Company shall not be liable for loss or damage to any insured for liability voluntarily assumed by the insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE: REDUCTION OR TERMINATION OF LIABILITY. All payments under this policy, except payments made for costs, atlomeys' fees and expenses, shall reduce the amount of the insurance pro tanto. 11. LIABILITY NONCUMULATIVE. It is expressly understood that the amount of insurance ~nder this policy shall be reduced by any amount the Company may pay under any polic:,~irinsedng a mortgage to which exception is taken in Schedule B or to which the insured ha~s agreed assumed, or taken subject, or which is herea tar executed by an insured and which is a charge or lien on the estate or interest described or referred to in Schedule A, and the amount so paid shall be deemed a payment under this policy to the insured owner CONDITIONS AND STIPULATIONS - CONTINUED 12. PAYMENT OF LOSS. (a} No payment shall be made without producing this policy for endorsement of the payment unless the policy has been lost or destroyed, in which case proof of Joss or destruction shall be furnished to the satisfaction of the Company. (b) When liability and the extent of loss or damage has been definitely fixed in acCOrdance with these Conditions and Stipulations, the loss or damage shall be payable within 30 days thereatter. 13. SUBROGATION UPON PAYMENT OR SE'I-I-LEMENT. (a) The Company's Sight of Subrogation Whenever the Company shall have settled and paid a claim under this policy, all right of subrogation shall vest in the Company unaffected by any act of the insured claimant. The Company shall be subrogatad to and be entitled to all rights and remedies that the insured claimant would have had against any person or property in respect to the claim had this policy not been issued. If requested by the Company, the insured claimant shall transfer to the Company all rights and remedies against any person or property necessary in order to perfect this right of subrogation· The insured claimant shall permit the Company to sue, compromise or settle in the name of the insured claimant and to use the name ct the insured claimant in any transaction or litigation involving these rights or remedies. If a payment on account of a claim does not fully cover the loss of the insured claimant, the Company shall be subrogated to these dghls and remedies in the proportion that the Company's payment bears to the whole amount of the loss. If loss should result from any act of the insured claimant, as stated above, that act shall not void this policy, but the Company, in that event, shall be required to pay only that part of any losses insured against by this policy that shall exceed the amount, if any, lost to the Company by reason of the impairment by the insured claimant of the Company's right ol subrogation. (b) The Company's Rights Against Non*Insured Obligors. The Company's right of subrogation against non-insured obligors shall exist and shall include, without limitation, the dghts of the insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments that provide for subrogation rights by reason of this policy. 14. ARBITRATION. Unless prohibited by applicable law or unless this arbitration section is deleted by specific provision in Schedule B of this policy, either the company or the insured may demand arbitration pursuant to the Title Insurance Arbitration Rules or the American Arbittation Association. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured adsing out of or relating to this policy, any service of the Company in connection with its issuance or the breach of a policy provision or other obligation All arbitrable matters when the Amount ot Insurance is $1,000,000 or less SHALL BE arbitrated at the request ol either the Company or the Insured, unless the insured is an individual person (as distinguished from a corporation, trust, partnership, association or other legal entity). All arbitrable matters when the Amount of insurance is in excess of $1,000,000 shall be arbitrated only when agreed ~o by bolh the Company and the Insured. Arbitration pursuant lo this policy and under the Rules in effect on the date the demand for arbitration is made or, at the option of the insured, the Rules in effect at Date of Policy shall be binding upon the parties. The award may include affomeys' fees only if the laws of the state in which the land is located permit a court to award atthmeys' fees to a prevailing party. Judgment upon the award rendered by the Arbitrator(s) may be entered in any coud having jurisdiction thereof The law of the situs of the land shall apply to an arbitration under the Title thsurance Arbitration Rules. A copy of the Rules may be obtained from the Company upon requesl 15. LIABILITY LIMITED TO THIS POLICY: POLICY ENTIRE CONTRACT. (a) This policy together with all endorsements, if any, attached hereto by the Company is the entire policy and COntract between the insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage, whether or not based on negligence, and which arises out of the status of the title ta the estate or interest covered hereby or by any action asserting such claim, shall be restricted to this policy. (c) No amendment of or endorsement to Ihis policy can be made except by a writing endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authedzed signatory of the Company. 16. SEVERABILITY. In the event any provision of the policy is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision, and all other provisions shall remain in full force and effect. 17. NOTICES, WHERE SENT. All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of this policy and shall be addressed to: Consumer Affairs Department, PO. Box 27567, Richmond, Virginia 23261-7567. COMPLAINT NOTICE. Should any dispute arise about your premium or about a claim that you have filed, contact the agent or write to the Company that issued the pogcy. Jf the problem is not resolved, you also may write the Texas Department of Insurance, P.O. Box 149091, Austin, TX 78714-9091, Fax No. (512) 475-1771. This notice of complaint procedure is for information only and does not become a part or condition of this bo6cy. TEXAS OWNER'S POLICY OF TITLE INSURANCE (R~v. 04/04/02) iSSUED BY l~ue, e~qide Insurance o~q?9~O~n 101 Gateway Centre Parkway, Gateway One Richmon& Virginia 23235-5153 A WORD OF THANKS ..... As we make your policy a part of our permanent records, we want to express our appreciation of this evidence of your faith in Lawyers Title Insurance Corporation, There is no recurring premium. This policy provides valuable tithe protection and we suggest you keep it in a safe place where it will be readily available for future reference. If you have any questions about the protection provided by this policy, contact the office that issued your policy or you may write to: Consumer Affairs Department l wyers tl.e nsurance ( _m ratxon P.O. Box 27567 Richmond, Virginia 23261-7567 TOLL FREE NUMBER: 1-800-446-7086