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Lakewood Ridge Addition (Lot C, Block 3) - Bids to Purchase Property Traci Riggs From:Traci Riggs Sent:Wednesday, December 26, 2012 12:35 PM To:Chuck Kendrick; Cristina McMurray Cc:arichardson@ci.southlake.tx.us Subject:Soda Ridge Attachments:Ray Wilson.pdf Good Morning! Still working on some of Tara’s files. I have attached the file for the sale of Soda Ridge. We have no original or filed documents only copies and some are only partially executed. Could you please check your files or with the title company(s) to see if they have the “City’s” original documents. It looked like Tara had made contact with Alamo Title. I was unable to find where the Special Warranty Deed was filed with Denton County. I thank you and have a great day! Traci Traci Riggs, TRMC Deputy City Secretary City of Southlake 1400 Main Street, Suite 270 Southlake, TX. 76092 817-748-8015 office 817-748-8270 fax Confidentiality Notice: This e-mail message, including any attachments is for the sole use of the intended recipient(s) and may contain confidential and privileged information. Any receipt and/or response to this email may be considered a PUBLIC RECORD. If you have received this email in error, please notify the sender immediately. Any unauthorized review, use, disclosure, or distribution is prohibited. 1 )0 Main Street Suite 210 uthlake, Texas 76092 ID TO PURCHASE REAL PROPERTY ATTN: Tim Slifka, Purchasing Manager Bid - Real Property (Well & Well Site) Lot C, Block 3, Lakewood Ridge Addition South lake, TX 76092 Submitted by: Ray Wilson (817- 819 -4705) { z 0 E E a v N vua Z c4° F o o 0 aV 0 Q W ya U' a s a a a a¢¢¢¢ a a¢ a¢ a a¢ a a O E —' z z z zz z z z z z z z z z z z z z z N c Q m c O O a v w ...• 0 a g a a a a a a a a a a a a a a a a a\\f Y co �' 0 z z z z z z z Z z z Z z z Z z Z z z E Q W Jy N U CL O H C a s a a a a a¢ a a a¢¢ a a¢ a a ¢ a 0 E U Z Z z z z z z z z z z z z z z Z .... z 1 C Z .7-,-„..9 a J W m CC x u ce 0 U a a a a a a a¢¢ « a a « a a a a a o O a z z z z z z z z z z z z z z z z z z Z LL r nN U' o a Z N = M m 2 r- y • N x y 0 y a rn 22:0A a a a a a a ¢ a ¢ a a a g a a ¢ v o W 4> z a Z z Z ' z ' z Z z ' z Z ' z z Z z ' ' z Z Z z 2 O Q QOW 1 a ;. � _� H. m 0 2 ` 3 J C pl' o. O E w O 8 v ca N Ck o te a x 4 c ° m 91 e V 2 m € a € c j a U NOTICE OF BID OPENING FOR REAL PROPERTY The City of Southlake, Texas ( "City ") is accepting sealed bids for the purchase of the following real property (the "Property") as described in this Notice of Bid Opening: All of that east 100 feet of the north 50 feet of Lot C, Block 3, of the Lakewood Ridge Addition, an addition to Denton County, Texas, according to the map or plat thereof recorded in Volume 14, Page 5, Plat Records, Denton County, Texas, and being more particularly described by metes and bounds on the attached Exhibit A. A contract for the sale of the Property shall be awarded, at the discretion of the City Council, to the bidder submitting a bid in accordance with the terms outlined below, and providing the best value to the City. It is the intention of the City to sell all of the Property based on the best value bid that is submitted. If in the judgment of the City Council the bids submitted do not represent the fair value of the Property, the Council may reject all bids. Should any bid be accepted, a contract for sale of the Property shall be executed upon a form acceptable to the City Council and shall provide: 1. For the purchase of the Property, including all buildings, structures or improvements "AS IS, WITH ALL FAULTS," including a disclaimer or agreement that: (a) the water from any water well located on the Property, if used, is non - potable; (b) the water from any water well located on the Property cannot be resold or used for drinking purposes; (c) the Buyer must comply with all TCEQ rules regarding the operation and/or capping of any water well located on the Property; and (d) the Buyer, once it acquires the Property, agrees to release the City from all liability for the operation and/or capping of any water well located on the Property; and 2. For the City to retain all rights to any oil, gas, and other minerals owned by the City at the time of conveyance; 3. For the Buyer to pay all fees, commissions and costs associated with closing the sale of the Property; 4. For the Buyer to assume all responsibility or liability for any environmental condition affecting the Property, or any clean -up or remediation that may be required by law; and M: \RFB's \RIB's ALL DEPARTMENTS 2011 \PW\Land Sale \Notice of Bid Opening Lakewood Lot 3.tlocx 5. That the Property, when acquired, must conform to all current zoning requirements of the City; specifically, if the Property is too small to create a conforming lot, the Property must be replatted with adjacent property to create a conforming lot. Each bidder shall submit a proposed contract for sale of the property containing all required provisions. A contract for sale of the Property will be negotiated after the successful bidder is selected. The resulting contract must be approved by the City Council. Conveyance of the Property will be by special warranty deed. The Property will be sold "as is" with no warranties or representations as to suitability for any particular use. By submitting a bid, each bidder agrees to waive and does hereby waive any claim the bidder has or may have against the City of Southlake, Texas, and the City's respective employees and representatives for the award of damages or attorney fees, arising out of or in connection with the administration, evaluation, or recommendation of any bid, waiver, deletion or amendment of any requirements under this Notice of Bid Opening, acceptance or rejection of any bids, and award of the bid. By submitting a bid, the bidder specifically waives any right to recover or be paid attorney fees from the City of Southlake, Texas, or any of the City's employees and representatives under any of the provisions of the Texas Uniform Declaratory Judgments Act (Texas Civil Practice and Remedies Code, Section 37.001, et. seq., as amended). The bidder acknowledges and agrees that this is the intentional relinquishment of a presently existing known right and that there is no disparity of bargaining power between the bidder and the City of Southlake, Texas. By execution and submission of this bid, the bidder hereby represents and warrants to the City of Southlake that the bidder has read and understands this Notice of Bid Opening and that the bid is made in accordance with the terms stated herein. Bidder acknowledges that it understands all terms herein, which include the waiver provisions, and that it had the right to consult with counsel regarding all applicable documents. The City reserves the right to waive, delete or amend any of the requirements connected with this bid, and the City reserves the right to accept or reject any bids submitted for the Property. Bids shall be delivered in writing, signed by the bidder or an authorized representative, and enclosed in a sealed envelope to the City of Southlake City Secretary, 1400 Main Street Suite 270, Southlake, Texas, 76092. All proposals shall be plainly marked "BID TO PURCHASE REAL PROPERTY -- ATTN: Tim Slifka, Purchasing Manager." Bids must be received before 3:00 p.m. on Friday September 23, 2011, and any bid received after that time will not be considered. City staff will publicly open, read and tabulate the bids at 3:00 p.m. on Friday September 23, 2011, City Secretary Office, City of Southlake, 1400 Main Street Suite 270, Southlake, Texas, 76092. Bidders may contact the City of Southlake Purchasing Manager, Tim Slifka CPPB at 817- 748 -8312 for clarifications and questions. M:\ FR's \RFB's ALL DEPARTMENTS 2011 \PW\Land Sale \Notice of Bid Opening Lakewood Lot 3.docx REAL ESTATE CONTRACT OF SALE This Real Estate Contract of Sale ( "Contract ") is entered into as of the Effective Date as set forth herein below, by and between the City of Southlake, Texas ( "Seller ") and Ray Wilson ( "Purchaser"). • RECITALS A. Seller is the owner of real property ( "Land ") located in the City of Southlake, Tarrant County, Texas, more particularly described in Exhibit "A" attached hereto and made a part hereof. B. Purchaser wishes to purchase the Land and all related rights and appurtenances, including, without limitation, Seller's interest in adjacent streets, alleys, rights -of -way, strips, gores, and access easements, and any improvements located on the Land (the Land and related rights, appurtenances, and improvements are collectively referred to as the "Property"). Provided, however, that Seller shall reserve and retain for itself all coal, oil, gas,. casing -head gas, and all ores and minerals of every kind and nature. AGREEMENT NOW, THEREFORE, in consideration of the premises, and the mutual covenants and conditions herein contained, the parties agree as follows: 1. Purchase Price. The purchase price of the Property ( "Purchase Price ") is $9,125.00 payable in cash at closing. 2. Earnest Money Deposit A. Within 1 business day after full execution of this Contract by Seller and Purchaser, Purchaser shall deposit with Alamo Title Company, ( "Closing Agent ") an Earnest Money Deposit in the amount of $1,000 ( "Earnest Money Deposit ") at 700 E. Southlake Blvd., Suite 150, Southlake, Texas 76092, 817- 329 -3000. B. Closing Agent shall apply the Earnest Money Deposit to the Purchase Price at Closing, or, if this Contract does not close, Closing Agent shall disburse the Earnest Money Deposit as provided elsewhere in this Contract. 3. Title Insurance A. Seller, at Purchaser's expense, shall fumish to Purchaser at Closing a Texas Standard Form of Owner Policy of Title Insurance ( "Owner Policy ") covering the Property dated as of the Closing Date, in the amount of the Purchase Price, and containing no exceptions or conditions except as follows: (i) (the restrictive covenants exception must be deleted or must state "None of Record except..." and then must list only specific restrictive covenants approved in accordance with the terms of this Contract; (ii) the survey exception may be amended to read "shortages in area" at Purchaser's expense; (iii) stand -by fees, taxes, and assessments for the year 2011 and subsequent years, and subsequent taxes and assessments for prior years due to change in land usage or ownership; and (iv) any other Permitted Exceptions (as defined below in this Paragraph). B. Seller, at Purchaser's expense, shall furnish to Purchaser within 10 days after the Effective Date (as defined in Paragraph 30) a title insurance commitment covering the Property issued by Title Company ( "Commitment "), together with legible and complete copies of all documents referenced as title exceptions in the Commitment. C. Purchaser has 5 days after its receipt of the last of the Commitment, the copies of each title exception, and the Survey to object to any exception, condition or matter unacceptable to Purchaser in the Commitment or on the Survey by giving notice to Seller. If Purchaser does not give notice of any such objections to Seller within the 5 day period, Purchaser is deemed to approve the title to the Property as shown in the Commitment as well as matters shown on the Survey. D. Seller has 5 days after receipt of Purchaser's notice to cure Purchaser's objections; provided, Seller shall have no obligation to cure such objections. E. If Purchaser gives notice of any objections within the 5 day period and Seller does not cure any of Purchaser's objections within Seller's 5 day cure period, Purchaser may, on or before the 5th day after the last day of Seller's 5 day cure period, as Purchaser's sole and exclusive remedy, waiving all other remedies, either: (i) terminate this Contract by notice to Seller; then Closing Agent shall promptly return the Earnest Money Deposit to Purchaser and the parties thereafter have no further rights, liabilities, or obligations under this Contract; or (ii) waive its objections to the Commitment and the Survey and accept Seller's title as shown in the Commitment and on the Survey. F. The exceptions to title listed in Schedule 13 of the Commitment that are either accepted or waived by Purchaser are the "Permitted Exceptions." No item listed in Schedule C of the Commitment shall be a Permitted Exception. G. Except as otherwise provided herein, Seller may not further encumber the title to the Property after the Effective Date without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, or except as provided in Paragraph 31. H. If any additional title encumbrances are discovered after Title Company's issuance of the Commitment, Purchaser has the same rights concerning objections to the additional title encumbrances as are provided above in this Paragraph. 4. Survey. A survey shall not be required. 5. Prorations and Closing Costs A. Ad valorem taxes against the Property will be prorated at Closing as of the Closing Date based on the tax bills for the year of Closing. Purchaser shall receive at Closing a credit in the amount of the portion of the taxes on the Property from the beginning of the current year through the Closing Date. If Closing occurs before the current year's tax bills are available, the proration will be based on the latest tax rate applied to the latest assessed valuation; then, after the taxes for the current year are finally assessed, Purchaser shall refund to Seller any amount overpaid by Seller or Seller shall pay to Purchaser the amount of any deficiency in the proration. This provision shall survive closing. B. The term "ad valorem taxes" as used in this Paragraph includes general assessments - including, without limitation, regular annual assessments payable to any property owners association - but does not include rollback or deferred taxes that are payable because of change in ownership or land use or any special assessments or assessments for street widening, repair, or improvement, which Seller shall pay at Closing. C. All closing costs other than as specified above, or as may be specifically allocated elsewhere in this Contract, will be paid by Purchaser; provided, each party shall pay its own attorneys' fees except in the event of litigation. 6. Closing. The "Closing" of this Contract will occur in Closing Agent's offices at 10:30 a.m., Southlake, Texas time, on or before the 45th day after the Effective Date ( "Closing Date "). At the Closing: A. Purchaser must pay to Seller the Purchase Price and deliver to Seller and any other documents deemed necessary by the Title Company, Closing Agent, or Seller's counsel. B. Seller must deliver to Purchaser: (i) a Special Warranty Deed ( "Deed ") in form attached hereto as Exhibit `B" conveying the Property to Purchaser subject to the Vendor's Lien and containing no exceptions or conditions except the Permitted Exceptions (excluding the standard printed exceptions in the Owner Policy); (ii) the Owner Policy; (iii) such access easement agreements and/or reciprocal covenants that the parties may agree on prior to expiration of the Inspection Period; (iv) a Non - Foreign Affidavit; (v) any other documents deemed necessary by the Title Company, Closing Agent, or Purchaser's counsel; and (vi) exclusive possession of the Property. 7. Purchaser's Remedies. A. If Seller does not perform its obligations under this Contract, for any reason except the termination of this Contract pursuant to an applicable provision of this Contract, Purchaser may terminate this Contract. B. If Purchaser terminates this Contract due to Seller's default, Closing Agent shall promptly return the Earnest Money Deposit to Purchaser, and the parties thereafter have no further rights, liabilities, or obligations under this Contract, except as otherwise provided herein. Purchaser shall provide Seller with a copy of all architectural and engineering plans. 8. Seller's Remedy. A. If Purchaser does not perform its obligations under this Contract for any reason except the termination of this Contract pursuant to an applicable provision of this Contract, Seller may, at its option either: (i) enforce specific performance; or (ii) terminate this Contract. B. If Seller terminates this Contract due to Purchaser's default, Closing Agent shall promptly pay the Earnest Money Deposit to Seller as liquidated damages and the parties thereafter have no further rights, liabilities, or obligations under this Contract, except as otherwise provided herein. Seller's damages are difficult to ascertain and the amount of the Earnest Money Deposit is a fair approximation of Seller's damages. 9. Commissions A. Each party warrants to the other party that it has not dealt with any real estate broker or salesman in the negotiation of this Contract B. Each party shall indemnify, defend and hold harmless the other party from any real estate commissions due by virtue of the execution or Closing of this Contract, the obligation or asserted claim for which arises from actions taken or claimed to be taken by the indemnifying party. 10. Seller's Representations and Warranties. Seller hereby warrants and represents to Purchaser that this Contract and all documents to be executed and delivered by Seller at Closing are and at the Closing will be duly authorized, executed, and delivered, and are and at the Closing will be legal, valid, and binding obligations of Seller, and do not and at the Closing will not violate any provisions of any agreement to which Seller is a party or to which Seller is subject. 11. Seller's Covenants. Seller shall, at Seller's sole cost and expense: A. Promptly advise Purchaser in writing of any litigation or hearing or notice received or any material changes of facts that cause any of Seller's representations or warranties to be inaccurate in any respect. B. Not take any action or omit to take any action that could have the effect of violating any representations, warranties, or agreements of Seller in this Contract. C. From the Effective Date until the Closing, maintain the Property in good condition and repair. 12. Purchaser's Representations and Warranties. A. Purchaser represents and warrants to Seller that the execution and delivery of, and Purchaser's performance under, this Contract are within Purchaser's powers and have been duly authorized by all requisite actions. This Contract constitutes a binding obligation of Purchaser enforceable in accordance with its terms. These representations and warranties are also deemed made by Purchaser to Seller at Closing and survive Closing. B. Purchaser (or its representatives) have been afforded the opportunity to fully and thoroughly inspect the Property, and Purchaser has or will conduct such inspections and tests as Purchaser may deem advisable in Purchaser's discretion to fully evaluate and analyze the Property and all Property Conditions, and shall have satisfied itself therewith if Purchaser proceeds to Closing. 13. Purchaser's Covenants. Purchaser shall, at Purchaser's sole cost and expense shall promptly advise Seller in writing of any litigation or hearing or notice received or any material changes of facts that cause any of Purchaser's representations or warranties to be inaccurate in any respect. 14. Assignment. Purchaser may not assign this Contract without Seller's written consent (which consent may be withheld in Seller's sole discretion). Upon any assignment, the assignee shall assume, but Purchaser shall not be released from, Purchaser's obligations under this Contract. 15. Payment of Earnest Money Deposit. If Seller is entitled to the Earnest Money Deposit as liquidated damages or Purchaser is entitled to the Earnest Money Deposit when this Contract terminates, then Closing Agent is authorized and directed to pay the Earnest Money Deposit promptly to the party entitled to it. Upon request by Closing Agent, Purchaser and Seller shall each promptly deliver a letter of instruction to Closing Agent directing Closing Agent to pay the Eamest Money Deposit to the party entitled to it. 16. WAIVERS. A. PURCHASER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT PURCHASER HAS OR WILL HAVE THOROUGHLY INSPECTED AND EXAMINED THE PROPERTY, INCLUDING BUT NOT LIMITED TO PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, TO THE EXTENT DEEMED NECESSARY BY PURCHASER IN ORDER TO ENABLE PURCHASER TO EVALUATE THE PURCHASE OF THE PROPERTY. PURCHASER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT PURCHASER IS RELYING SOLELY UPON THE INSPECTION, EXAMINATION, AND EVALUATION OF THE PROPERTY BY PURCHASER AND THAT PURCHASER IS PURCHASING THE PROPERTY ON AN "AS IS, WHERE IS" AND "WITH ALL FAULTS" BASIS, WITHOUT REPRESENTATIONS (OTHER THAN THE LIMITED REPRESENTATIONS SET FORTH IN PARAGRAPH 11 HEREOF), WARRANTIES AND COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE; PROVIDED, HOWEVER, NOTHING CONTAINED IN THIS PARAGRAPH SHALL LIMIT THE WARRANTIES SET FORTH IN THE SPECIAL WARRANTY DEED TO BE DELIVERED FROM SEJ.T.RR TO PURCHASER AT THE CLOSING. THE EXPRESS INTENTION OF PURCHASER AND SELLER IS THAT PURCHASER SHALL PURCHASE THE PROPERTY FROM SEJ.i.FR WITHOUT ANY REPRESENTATIONS (OTHER THAN THE LIMITED REPRESENTATIONS SET FORTH IN PARAGRAPH 11 HEREOF), WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, FROM OR OF SELLER. PURCHASER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND PRIVILEGES ARISING OUT OF, OR WITH RESPECT OR IN RELATION TO, ANY REPRESENTATIONS (OTHER THAN THE LIMITED REPRESENTATIONS SET FORTH IN PARAGRAPH 11 HEREOF), WARRANTIES AND COVENANTS, WHETHER EXPRESS OR IMPLIED, WHICH MAY HAVE BEEN MADE OR GIVEN, OR WHICH MAY BE DEEMED TO HAVE BEEN MADE OR GIVEN, BY SRi.i.ER. IN ADDITION, PURCHASER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES SELLER IS NOT REPRESENTING OR WARRANTING THAT ANYTHING CAN BE ACCOMPLISHED THROUGH PURCHASER'S OR SELLER'S EFFORTS WITH REGARD TO THE PLANNING, PLATTING OR ZONING PROCESS, IF ANY, OF THE CITY OR COUNTY IN WHICH THE PROPERTY IS LOCATED, OR ANY OTHER GOVERNMENTAL OR MUNICIPAL AUTHORITIES, BOARDS, OR ENTITIES. B. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED FROM THE TRANSACTION CONTEMPLATED HEREBY, AS ARE ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, AND THAT (OTHER THAN THE LIMITED REPRESENTATIONS SET FORTH IN PARAGRAPH 11 HEREOF) SELLER HAS NOT WARRANTED, AND DOES NOT HEREBY WARRANT, THAT THE PROPERTY NOW OR IN THE FUTURE WILL MEET OR COMPLY WITH THE REQUIREMENTS OF ANY HEALTH, SAFETY, OR ENVIRONMENTAL STATUTE, CODE OR REGULATION OF THE UNITED STATES, STATE OF TEXAS, THE CITY OR COUNTY WHERE THE PROPERTY IS LOCATED, OR ANY OTHER AUTHORITY OR JURISDICTION. C. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER HEREBY ASSUMES ALL RISK AND LIABILITY (AND AGREES THAT SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATING TO THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR OR OPERATION OF THE PROPERTY. SHOULD ANY CLEAN -UP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING, IT IS HEREBY UNDERSTOOD AND AGREED THAT SUCH CLEAN -UP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF PURCHASER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THIS PARAGRAPH SHALL SURVIVE CLOSING. D. AS A MATERIAL INDUCEMENT TO SELLER TO ENTER INTO THIS AGREEMENT WITH PURCHASER, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, PURCHASER HEREBY EXPRESSLY WAIVES ALL OF THE PROVISIONS OF THE TEXAS DECEPTIVE TRADE PRACTICES /CONSUMER PROTECTION ACT (BEING SUBCHAPTER 17.41 ET SEO.), SAVE AND EXCEPT THE PROVISIONS OF SECTION 17.555 OF THE TEXAS BUSINESS AND COMMERCE CODE, WHICH WAIVER IS MADE WITHOUT RESERVATION OF RIGHTS. PURCHASER HEREBY EXPRESSLY WARRANTS, REPRESENTS AND CER'iiFIES TO SELLER THAT PURCHASER IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION AS TO ANY PROVISIONS OF THIS AGREEMENT OR AS TO ANY MATTER CONTAINED HEREIN. E. FURTHER, PURCHASER HEREBY EXPRESSLY WARRANTS, REPRESENTS AND CERTIFIES TO SELLER THAT PURCHASER IS A SOPHISTICATED ENTITY EXPERIENCED IN THE PURCHASE OF REAL PROPERTY AND THE ANALYSIS OF REAL PROPERTY. PURCHASER FURTHER EXPRESSLY REPRESENTS, WARRANTS AND CERTIFIES TO SELLER THAT PURCHASER IS REPRESENTED BY LEGAL COUNSEL OF PURCHASER'S OWN CHOOSING IN SEEKING, ACQUIRING AND PURCHASING THE PROPERTY AND IN NEGOTIATING THE TERMS OF THIS AGREEMENT. THIS WAIVER IS MADE KNOWINGLY AND AFTER FULL CONSULTATION BY PURCHASER WITH LEGAL COUNSEL OF PURCHASER'S OWN CHOOSING, AND THIS WAIVER IS MADE AS AN EXPRESS INDUCEMENT TO SELLER TO EXECUTE THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THIS PARAGRAPH SHALL SURVIVE CLOSING. F. PURCHASER UNCONDITIONALLY RELEASES SELLER FROM AND AGAINST ANY AND ALL LIABILITY TO PURCHASER AND WAIVES ANY CAUSES OF ACTION THAT PURCHASER COULD ASSERT AGAINST SELLER, BOTH KNOWN AND UNKNOWN, PRESENT AND FUTURE, ARISING UNDER THIS CONTRACT, ANY STATUTE, INCLUDING WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT (42 U.S.C. SECTION 9601, ET SEO.) AND /OR THE RESOURCE CONSERVATION AND RECOVERY ACT (42 U.S.C. SECTION 6901, ET SEQ.) OR COMMON LAW, FOR ANY DAMAGES TO PURCHASER OR CLAIMS AGAINST PURCHASER ARISING OUT OF (I) THE PRESENCE OF ANY HAZARDOUS SUBSTANCE OR MATERIAL ON THE PROPERTY, OR (II) THE RELEASE OF ANY HAZARDOUS SUBSTANCE OR MATERIAL FROM THE PROPERTY THAT HAS BEEN TRANSPORTED TO OTHER LANDS. THE TERM "HAZARDOUS SUBSTANCE OR MATERIAL" INCLUDES, WITHOUT LIMITATION, ANY MATERIAL WHICH IS OR MAY BE CLASSIFIED AS A HAZARDOUS SUBSTANCE UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT (42 U.S.C. SECTION 9601, ET SEO) OR A HAZARDOUS WASTE UNDER THE RESOURCE CONSERVATION AND RECOVERY ACT (42 U.S.C. SECTION 6901, ET SEQ.), OR GASOLINE, DIESEL FUEL OR OTHER PETROLEUM HYDROCARBONS, POLYCHLORINATED BIPHENYLS (PCB'S), ASBESTOS, UREA FORMALDEHYDE FOAM INSULATION, OR RADON GAS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THIS PARAGRAPH SHALL SURVIVE CLOSING. G. PURCHASER FURTHER WARRANTS AND AGREES THAT: (a) the water from any water well located on the Property, if used, is non - potable; (b) the water from any water well located on the Property cannot be resold or used for drinking purposes; (c) the Purchaser must comply with all TCEQ rules regarding the operation and/or capping of any water well located on the Property; and (d) the Purchaser, once it acquires the Property, agrees to release Seller from all liability for the operation and/or capping of any water well located on the Property 17. Time Extensions. If Seller does not provide the Commitment or the Survey to Purchaser within the respective time frames set forth in Paragraphs 4 and 5, the time periods for Seller to provide those items are extended until Seller provides each of the items to Purchaser and the Closing Date is automatically extended for a like period of time; provided, however, that the Inspection Period shall not be effected by this Section. 18. Notices A. All notices, requests, approvals, and other communications required or permitted to be delivered under this Contract must be in writing and are effective: (i) on the business day sent if sent by telecopier prior to 6:00 p.m., Southlake, Texas, time, and the sending telecopier generates a written confirmation of sending; (ii) upon receipt if delivered personally or by any method other than by telecopier transmission (with written confirmation), or by any method other than by mail; (iii) 1 day after delivery to a nationally recognized, overnight courier service; or (iv) if orderly delivery of the mail is not then disrupted or threatened in which event some method of delivery other than the mail must be used, 3 days after being deposited in the United States mail, certified, return receipt requested, postage prepaid; B. in each instance addressed to Seller or Purchaser, as the case may be, at the following addresses, or to any other address either party may designate by notice to the other party: Seller: City of Southlake, Texas 1 M m Staett „Suitt, [1p Southlake, Texas 76092 Attention: Phone: Fax: With a copy to: Phone: Fax: Purchaser: Ray Wilson 4427 Soda Ridge Rd. Southlake, Texas 76092 Phone: (817) 430 -4889 With a copy to: Robert M. Clark Flynn, Francis & Clark, LLP 700 E. Southlake Blvd., Suite 150 Southlake, TX 76092 Phone: ($17) 329 -3000 Fax: (817) 481 -5464 19. Performance. Time is of the essence in the performance of the terms of this Contract. 20. Binding Effect. This Contract is binding upon and inures to the benefit of the successors and assigns of the parties. 21. Entire Agreement. This Contract embodies the complete agreement between the parties and may not be varied or terminated (except as allowed herein) except by written agreement of the parties. The Closing Agent and Title Company are not parties to this Contract and their consent is not required for any amendment, variation or termination of this Contract. 22. Attorneys' Fees. In the event of litigation concerning the interpretation or enforcement of this Contract, the prevailing party is entitled to recover from the losing party its attorneys' fees, court costs, and expenses, whether at the trial or appellate level. 23. Survival. Any of the provisions of this Contract pertaining to a period of time following Closing survive Closing and the delivery of the deed to Purchaser and are not merged therein. All indemnities under this Contract survive any termination and the Closing of this Contract. Seller's representations and warranties under this Contract survive Closing for a period of 12 months only. 24. Holidays, Etc. Whenever any time limit or date provided herein falls on a Saturday, Sunday, or legal holiday under the laws of the State of Texas, then that date is extended to the next day that is not a Saturday, Sunday, or legal holiday. The term business day as used in this Contract means any day that is not a Saturday, Sunday, or legal holiday under the laws of the State of Texas. 25. Governing Law. The laws of the State of Texas govern this Contract. 26. Risk of Loss; Condemnation A. Seller bears the risk of loss or damage to the Property prior to Closing, unless the damage is caused by the acts of Purchaser, its agents, contractors, or employees. If, prior to Closing: (i) any portion of the Property is damaged due to causes other than the negligence of Purchaser, its agents, contractors, or employees; or (ii) eminent domain proceedings are filed against any portion of the Property or any portion of the Property is condemned prior to Closing; B. then, Purchaser may, at its sole option, terminate this Contract by giving notice of termination to Seller within 5 days after Purchaser receives notice of the damage or condemnation. If Purchaser terminates this Contract under this Paragraph, the Closing Agent shall promptly return the Earnest Money Deposit to Purchaser and the parties thereafter have no further rights, liabilities, or obligations under this Contract. C. If Purchaser is entitled to terminate this Contract under this Paragraph and elects not to do so, Seller shall assign to Purchaser at Closing Seller's interest in any insurance proceeds or condemnation proceeds relating to the damage or condemnation. 27. Headings. Paragraph headings or captions are used in this Contract for convenience only and do not limit or otherwise affect the meaning of any provision hereof. 28. Effective Date. The Effective Date of this Contract is the date the Closing Agent acknowledges in writing the receipt of the Earnest Money Deposit. 29. Rule of Construction. The parties acknowledge that each party and its counsel has reviewed and revised this Contract, and the parties hereby agree that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Contract or any amendments or exhibits hereto. 30. Waiver of Breach. The waiver by any party of a breach of any provision of this Contract shall not be deemed a continuing waiver or a waiver of any subsequent breach whether of the same or another provision of this Contract. 31. Counterparts. This Contract may be executed in multiple counterparts, each of which shall, for all purposes, be deemed an original, but which together shall constitute one and same instrument. EXECUTED by Purchaser on 0C+ 9 , 2011. PURCHASER: / I RAY WILSON EXECUTED by Seller on ' CO-' "a" b r () , 2011. SELLER: CITY OF SOUTBLAKE, TEXAS By: w`� / *A — C '. Name. J� Title: JrArdr, .wee, The undersigned acknowledges receipt of the fully executed Contract and Earnest Money Deposit and shall hold and disburse the Earnest Money Deposit in accordance with the terms of this Contract. CLOSING AGENT: By: Name: Title: Date: EXHIBIT "A" The Property Being the East 100 feet of the North 50 feet of Lot 3, Block C, of Lakewood Ridge Addition, an Addition to the County of Denton, Texas, according to the plat thereof recorded in Volume 14, Page 5, Plat Records, Denton County, Texas said property being described by metes and bounds as follows: Commencing at the Northwest corner of Lot 3, Block C Lakewood Ridge Addition in the East line of Soda Ridge Road; THENCE, East along the North line of said Lot 3, 217.97 feet to the POINT OF BEGINNING; THENCE, South parallel with the East line of said Lot 3, 50 feet to a point for corner; THENCE, East parallel to and at all times 50 feet south of the North line of said Lot 3, a distance of 100 feet to the East line of said lot 3; THENCE, North along said East line, 50 feet to the Northeast corner of said Lot 3; THENCE, East along the North line of said Lot 3, 100 feet to the POINT OF BEGINNING. Together with a 20 foot access easement to the property described above and being a part of the North 20 feet of Lot 3, Block C, of Lakewood Ridge Addition, an Addition to the County of Denton, Texas, according to the plat thereof recorded in Volume 14, Page 5, Plat Records, Denton County, Texas said property being more particularly described by metes and bounds as follows: BEGINNING at the Northwest corner of Lot 3, Block C Lakewood Ridge Addition in the East line of Soda Ridge Road; THENCE, East along the North line of said Lot 3, 217.97 feet to a point for corner in the common line of this easement and the above described property; THENCE, South parallel with the East line of said Lot 3, along said common line, 20 feet to a point for corner; THENCE, West parallel to and at all times 20 feet South of the North line of said Lot 3, a distance of 220.00 feet, more or less, to a point for corner in the West line of said Lot 3 and in the East line of Soda Ridge Road; THENCE, in a Northeasterly direction along the West line of said Lot 3 and the East line of Soda Ridge Road, a distance of 20.76 feet, more or less to the POINT OF BEGINNING. EXHIBIT `B" SPECIAL WARRANTY DEED THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF TARRANT § The CITY OF SOUTHLAKE, TEXAS ( "Grantor "), for and in consideration of the sum of TEN AND NO /100 DOLLARS ($10.00) cash and other good and valuable consideration to it paid by RAY WILSON ( "Grantee "), whose mailing address is 4427 Soda Ridge Rd., Southlake, Texas 76092, the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, BARGAINED, SOLD, and CONVEYED, and by these presents does GRANT, BARGAIN, SELL, and CONVEY unto the Grantee that certain tract of land ( "Land ") described in Exhibit "A" hereto, together with all rights and appurtenances appertaining thereto (herein collectively called the "Property "). It is expressly understood and agreed that Grantor reserves and excepts from this conveyance, for Grantor and Grantor's successors and assigns, all of Grantor's interest in oil, gas and other minerals on, in and under all of the land described in this deed. The excepted and reserved interest is subject to any valid, recorded oil, gas, and/or other mineral lease or leases that cover the interest reserved, but includes all delay rentals, royalties, and other rights and payments due or to become due under the terms of such lease or leases to the lessor, the lessor's heirs, successors and assigns. On termination of any or all of such leases, the interest of the lessee shall revert to Grantor or Grantor's heirs, successors and assigns. This conveyance is given and accepted subject to any and all restrictions, reservations, covenants, conditions, rights -of -way, easements, and encumbrances of record, if any, affecting the herein - described Property or any matter which would be disclosed by a true and accurate survey of the Property ( "Permitted Encumbrances "). Grantee agrees to assume and be solely responsible for payment of all ad valorem and similar taxes and assessments affecting the Property for the year 2011. By Grantee's acceptance of this deed, Grantee agrees that, except for the express warranty of title stated below, the Conveyed Interest is being transferred and accepted AS -IS, WHERE - IS WITH ALL FAULTS AND DEFECTS, LATENT, PATENT OR OTHERWISE, AND THAT GRANTOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF THE PROPERTY'S CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. GRANTEE SHALL ACCEPT THE CONVEYED INTEREST WITH ALL FAULTS AND DEFECTS, LATENT, PATENT OR OTHERWISE, AND SHALL RELEASE AND HOLD HARMLESS GRANTOR THEREFROM. TO HAVE AND TO HOLD the Property together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee, its legal representatives, successors, and assigns forever; and Grantor does hereby bind itself, its legal representatives, successors, and assigns to WARRANT AND FOREVER DEFEND all and singular the Property, subject to the Permitted Encumbrances, unto Grantee, its legal representatives, 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. WITNESS TIC EXECUTION HEREOF as of the ith day of I1n bw , 2011. GRANTOR: CITY OF SOUTHLAKE, TEXAS By: :..� Name: ,Sohn tezuw.tl Title: nh � THE STATE OF TEXAS § § COUNTY OF TARRANT § This instrument was acknowledged before me on the 41 day of Al En th ijo , 2011, by %ra)hn l) , authorized agent for the City of Southlake, Texas.. Notary Public, State of Texas . .- F.' TARA A BROOKS _ Notary Public, State of Texas My Commission Expires ''';',;(4 ; . � October 08, 2014 Give form to the requester. Do not (R Form ev. W 9 Request for Taxpayer Identification Number and Certification send st the Do n• (Rev. Cattier 2007) Department Revenue s me av euY IInternal Be.nerene Name (as shown on your Income lax return) Raymond D. Wilson 1 Business name, If different from above g Check approodate box: II IndMdualtSole Proprietor ❑ Corporation ❑ Parbwiship n Exempt 1 ❑ Umttad liability Company. Enter the tax classification (D= dlsre0arded entity, C=corporetlon, P= padnershlp) • PaYee 8 ❑ oa•r (see i aaaoaore) • Requests s name end address (optional) Address (number, street, and apt. or suite fro.) 4427 Soda Ridge Road 1 City, state, and ZIP code Southlake, TX 76092 $ Ust account number(s) here (optional) Part 1 Tax -a er Identification Number IN Enter your TIN In the appropriate box. The TIN provided must match the name given on Line 1 to avoid social security number number (SSN). However, for a resident 462 i 82 i 5696 alien, sole le withholding. proprietor, For Individuals, this Is your the social security number 3. For other entitles, it is or alien, roll yer Identification ca or ion disregarded FIN 1 see the P I instructions a n page your . If the a o n tfIs in on n than (Ede). x you do not have on number, page 4 to uidelines s on whose page 3. Employer Identification number Note. R the account Is in more than one name, see the chart on peg 9 number to enter. Part II Certification Under penalties of perjury. I certify that: 1. The number shown on this form is my correct taxpayer Identification number (or I am waiting for a number to be Issued to me), and 2. Revenue Service (IRS) that I am subject to backup as result of a failure to report a Internal exempt all interest or dividends, or (0) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined below). Certification Instructions. You must cross out hem 2 above if you have been notified by the IRS that you are currently subject to backup For m o orrtga a g because erest you aid, acqulshion or abandonmentofnsecured property, cancellation of debt, contribution o an individual retirement arrangement (IRA), and generally, pp © s other than Interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. See thejf 4. �/ �r L/ � Sign 1 s tanatunof ( Date • ► e l/ t / C, ( I I' Here U.S. person Detlnitbn of a U.S. person. For federal tax purposes, you are General Instructions considered a U.S. person 11 you are: Section references are to the Internal Revenue Code unless • An individual who Is a U.S, citizen or U.S. resident alien, otherwise noted. • A partnership, corporation, company, or association created or Purpose of Form organized in the United States or under the laws of the United States, I Serson ob in y our equired correct a file p into rma return with the • An estate (other than a foreign estate), or IRS moat for example, mpl correct t paid to you, real estate n t ate number (TIN) • A domestic trust (as defined in Regulations section to report, for exempla, Income paid to you, real st transactions, mortgage Interest you paid, acquisition or Special 301.7701-7). -7). for partnerships. Partnerships that conduct a abandonment of secured property, cancellation of debt, or contributions you made to an IRA. trade or business in the United States are generally required to Use Form W -9 only if you are a U.S. person (including a pay a withholding tax on any foreign partners' share of Income resident alien), to provide your correct TIN to the person from such business. Further, in certain cases where a Form W-9 requesting it (the requester) and, when applicable, to: has not been received, a partnership is required to presume that 1. Certify that the TIN you are giving is correct (or you are a partner Is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner In a waiting for a number to be issued), Therefore, conducting a trade or business in the United States, 2. Certify that you are not subject to backup withholding, or provide Form W -9 to the partnership to establish your U.S. 3. Claim exemption from backup withholding if you are a U.S. status and avoid withholding on your share of partnership exempt payee. If applicable, you are also certifying that as a in The arson who gives Form W-9 to the partnership for U.S. person, your allocable share of any partnership income from a U.S. trade or business Is not subject to the withholding tax on purposes of establishing its U.S. status and avoiding withholding foreign partners' share of effectively connected Income. on its allocable share of net Income from the partnership Note. If a requester gives you a form other than Form W -9 to conducting a trade or business in the United States is in the request your TIN, you must use the requester's form if it is following cases: substantially similar to this Form W-9. • The U.S. owner of a disregarded entity and not the entity, Cat. Na 10231X form W-9 (Rev. 10 -2007) SIGNATURE SHEET This sheet must accompany any item sent to the City Manager for signature. Document must be reviewed and initialed by Department Head where City Manager is to sign. Document Title: Closing documents for the AquaTexas property at 4427 Soda Ridge Date: January3, 2012 X Contract of Sale of Property Change order _ Letter /Memo Easement ROW Agreement Other — Design Contract Does not need Council action X Needs Council action — date approved: 11 -15 -2011 and 12 -6 -2011 1 and 2 readings Documents prepared by: Chuck Kendrick Department Head approval: Return to: Originals to Chuck Kendrick N: \00 -New N Drive\ADMINISTRATION -PW DEPT \Forms\Forms Folder \FORMS \signature coversheet.doc 0 ALAMO TITLE COMPANY 700 E. Southlake Blvd, Suite 150, Southlake, TX 76092 Phone: (817)329 -9888 Fax: (817)329 -9111 MASTER SETTLEMENT STATEMENT - Date: January 3, 2012 Time: 12:25•PM Settlement Date: January 4, 2012 Escrow No.: 65711000537 Borrower: Ray Wilson Escrow Officer: Robin Romig 4427 Soda Ridge Road Southlake, TX 76092 Seller: City of Southlake 1400 Main Street Southlake, TX 76092 Property: Southlake, TX 76092 SELLER BORROWER Debit Credit Debit Credit Financial Consideration 9,125.00 Total Consideration 9,125.00 Deposit or Earnest money 1,000.00 Title Charges Title Insurance 234.00 Alamo Title Company ALTA Loan Policy (10/17/92) ALTA Loan Policy (10/17/92) Guaranty Fee 5.00 Alamo Title Company Tax Certificate 48.95 National Tax Net Escrow Fee 250.00 Larry D. Flynn, P.C. Recording Charges Recording Fees 23.00 Alamo Title Company Electronic Recording Fee 6.00 Alamo Title Company 9,125.00 Subtotals 9,691.95 1,000.00 0.00 Balance Due FROM 8,691.95 9,125.00 Balance Due TO 0.00 9,125.00 9,125.00 TOTALS 9,691.95 9,691.95 Borrower Ray Wilson Seller City of Southlake By: Jo • - - I- - I Mayor Alamr � � pany Settlement Agent (65711000537.PFD16571100053724) January 3, 2012 12 25 PM • DEBTS, LIENS AND POSSESSION AFFIDAVIT Date: January 3, 2012 G.F. No.: AL2FZ- 65711000537 Title Company: Alamo Title Company (including address) 700 E. Southlake Blvd, Suite 150 Southlake, TX 76092 Underwriter: Alamo Title Insurance (including address) PO Box 45023 Jacksonville, FL 32232 -5023 Seller: City of Southlake Affiant: John Terrell Property: , Southlake, Texas 76092 Affiant on oath swears that the following statements are true: ❑ Individual. I am the Owner /Borrower of the Property. I am over the age of 18 years and I am fully competent to execute this affidavit. El Entity. I am the Mayor (Title) of Owner /Borrower, a a municipal corporation (Type of Entity). I am over the age of 18 years and I am fully competent to execute this affidavit. I am executing this affidavit as an individual and in my representative capacity on behalf of Owner /Borrower. 1. There are no parties occupying, renting, leasing, residing or possessing the Property or any portion thereof, nor is Affiant aware of any parties claiming title to the subject Property or any portion thereof by reason of adverse possession, except the following (if none, insert none below): None 2. There are no unpaid debts for any personal property or fixtures that are located on the Property, and no such items have been purchased on time payment contracts, and there are no security interests on such property secured by financing statements, security agreements, or otherwise, except the following (if none, insert none below): None 3. la There have been no improvements or repairs constructed on the Property within the preceding five (5) months. ❑ There have been improvements or repairs constructed on the Property within the preceding five (5) months, but said improvements or repairs have been completed, and all labor and materials used in the construction of improvements or repairs on the Property have been fully paid and satisfied, except the following (if none, insert none below): 4. There are no loans or liens (including federal tax liens, state tax liens and judgment liens), unpaid taxes (ad valorem, state or federal), assessments, and /or homeowners' association dues, or other charges of any kind on or against the Property, except the following Of none, insert none below): None AFFIANT UNDERSTANDS THAT THE PAYOFF AMOUNT(S) ON LOANS AND LIENS LISTED ABOVE ARE IN ACCORDANCE WITH STATEMENTS GIVEN BY THE SECURED PARTY AND SHOULD THE SECURED PARTY REQUIRE ANY ADDITIONAL AMOUNT IN ORDER TO RELEASE SAID LOANS, AFFIANT (AND OWNER /BORROWER IF OWNER /BORROWER IS AN ENTITY) AGREES TO PAY THAT ADDITIONAL AMOUNT AND HOLD ESCROW AGENT AND ITS UNDERWRITER HARMLESS FROM SUCH ADDITIONAL AMOUNT AND ANY OTHER LIEN NOT SPECIFICALLY REFERENCED ABOVE.' 5. There are no paving liens of any kind or character or paving claims outstanding against the Property, and no petitions have been signed for the paving of any street or alley adjoining the Property, and Affiant knows of no petitions being circulated for pavement of the streets, alley or sidewalks adjacent to the Property. 6. The are no lawsuits or claims pending against Owner /Borrower, except the following (if none, insert none below): N/A DEBTS, LIENS AND POSSESSION AFFIDAVIT (Texas) DEBTS, LIENS AND POSSESSION AFFIDAVIT (Continued) 7. Affiant realizes these representations are made to induce the Title Company and its underwriter to insure the title to the subject Property and that the Title Company and its underwriter are relying upon the truth of said statements. In consideration thereof, Affiant/Owner /Borrower hereby agrees to indemnify and hold harmless Title Company and its underwriter, their successors and assigns, from any claims, costs, damages, causes of action, expenses and attorney fees in any way arising from the inaccuracy of the above representations. Affiant further recognizes that any false or fraudulent representations knowingly made in this Affidavit may subject Affiant/Owner /Borrower to criminal liability. 8. For the purposes of this affidavit, where the context requires: (1) the singular shall include the plural; (ii) the plural shall include the singular; and (iii) the use of any gender shall include all genders. Address:pJ onin 5tv'Et,a • ,70 Phone: 411.14•801ta Fax: 81 1748 Address: Phone: Fax: State of Texas County of "hung Sworn to and subscribed before me on the 3v4 day of 51.0 10Q1t , ao/a , by ;kvmTene11 l (S lafi% __. Notary Public's Signature 45(y"• TARA A BROOKS • Notary Public, State of Texas :.c My Commission Expires 1?:1 «', October 08, 201 DEBTS, LIENS AND POSSESSION AFFIDAVIT (Texas) SPECIAL WARRANTY DEED THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF TARRANT § The CITY OF SOUTHLAKE, TEXAS ( "Grantor "), for and in consideration of the sum of TEN AND NO /100 DOLLARS ($10.00) cash and other good and valuable consideration to it paid by RAY WILSON ( "Grantee "), whose mailing address is 4427 Soda Ridge Rd., Southlake, Texas 76092, the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, BARGAINED, SOLD, and CONVEYED, and by these presents does GRANT, BARGAIN, SELL, and CONVEY unto the Grantee that certain tract of land ( "Land ") described in Exhibit "A" hereto, together with all rights and appurtenances appertaining thereto (herein collectively called the "Property"). It is expressly understood and agreed that Grantor reserves and excepts from this conveyance, for Grantor and Grantor's successors and assigns, all of Grantor's interest in oil, gas and other minerals on, in and under all of the land described in this deed. The excepted and reserved interest is subject to any valid, recorded oil, gas, and/or other mineral lease or leases that cover the interest reserved, but includes all delay rentals, royalties, and other rights and payments due or to become due under the terms of such lease or leases to the lessor, the lessor's heirs, successors and assigns. On termination of any or all of such leases, the interest of the lessee shall revert to Grantor or Grantor's heirs, successors and assigns. This conveyance is given and accepted subject to any and all restrictions, reservations, covenants, conditions, rights -of -way, easements, and encumbrances of record, if any, affecting the herein - described Property or any matter which would be disclosed by a true and accurate survey of the Property ( "Permitted Encumbrances "). Grantee agrees to assume and be solely responsible for payment of all ad valorem and similar taxes and assessments affecting the Property for the year 2011. By Grantee's acceptance of this deed, Grantee agrees that, except for the express warranty of title stated below, the Conveyed Interest is being transferred and accepted AS -IS, WHERE - IS WITH ALL FAULTS AND DEFECTS, LATENT, PATENT OR OTHERWISE, AND THAT GRANTOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF THE PROPERTY'S CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. GRANTEE SHALL ACCEPT THE CONVEYED INTEREST WITH ALL FAULTS AND DEFECTS, LATENT, PATENT OR OTHERWISE, AND SHALL RELEASE AND HOLD HARMLESS GRANTOR THEREFROM. TO HAVE AND TO HOLD the Property together with all and singular the rights and 16 H C)e -c ac�*A c - -W $ t\.e d3 be_. �le� n1\�\\ n 1� G appurtenances thereto in anywise belonging unto Grantee, its legal representatives, successors, and assigns forever; and Grantor does hereby bind itself, its legal representatives, successors, and assigns to WARRANT AND FOREVER DEFEND all and singular the Property, subject to the Permitted Encumbrances, unto Grantee, its legal representatives, 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. WITNESS THE EXECUTION HEREOF as of the (3Qti day of ,�(,1t1Ua2y 2011. GRANTOR: CITY OF SOUTHLAKE, TEXAS By: ; Name: fahn fend Title: /flip , THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on the Jed day of ffinnlaoq 201a, by jam Tevp,eil , authorized agent for the City of Southlake, Texas.. Notary Public, State of Texas 2 EXHIBIT A Being the East 100 feet of the North 50 feet of Lot 3, Block C, of Lakewood Ridge Addition, an Addition to the County of Denton, Texas, according to the plat thereof recorded in Volume 14, Page 5, Plat Records, Denton County, Texas, said Well -Site being described by metes and bounds as follows: Commencing at the Northwest corner of Lot 3, Block C Lakewood Ridge Addition in the East line of Soda Ridge Road; THENCE, East along the North line of said Lot 3, 217.97 feet to the Point of Beginning; THENCE, South parallel with the East line of said Lot 3, 50 feet to a point for corner; THENCE, East parallel to and at all times 50 feet South of the North line of said Lot 3, a distance of 100 feet to the East line of said Lot 3; THENCE, North along said East line, 50 feet to the Northeast corner of said Lot 3; THENCE East along the North line of said Lot 3, 100 feet to the Point of Beginning. Together with a 20 foot access easement to well site, and being a part of the North 20 feet of Lot 3, Block C, of Lakewood Ridge Addition, an Addition to the County of Denton, Texas according to the plat thereof recorded in Volume 14, Page 5, Plat Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: Beginning at the Northwest corner of Lot 3, Block C Lakewood Ridge Addition in the East line of Soda Ridge Road; THENCE, East along the North line of said Lot 3, 217.97 feet to a point for corner in the common line of this easement and the above described well site; THENCE, South parallel with the East line of said Lot 3, along said common line, 20 feet to a point for corner; THENCE, West parallel to and at all times 20 feet South of the North line of said Lot 3, a distance of 220.00 feet, more or less, to a point for corner in the West line of said Lot 3 and in the East line of Soda Ridge Road; THENCE, in the Northeasterly direction along the West line of said Lot 3 and the East line of Soda Ridge Road, a distance of 20.76 feet, more or less, to the Point of Beginning. NOTE: COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND /OR SQUARE FOOTAGE CALCULATIONS ARE CORRECT. Diana M. Carter 3840 Hulen, #100 Stewart title v Fort Worth, Texas 76107 Phone: (817) 654 -9907 • Fax: (817) 738 -0856 May 3, 2011 City of Southlake 1400 Main Street Southlake, TX 76092 Re: File No.: 11006191 Property: „ Dear City of Southlake: Enclosed herewith, please find the Owner's Policy in connection with the above referenced transaction. This policy contains important information about the real estate transaction you have just completed. Please remember that our company now has a complete and permanent file for this property and can easily assist you with your title insurance needs in the future should you wish to sell or obtain a loan on your property. It has been a pleasure to be of service to you for this transaction. If you should require anything further, please contact the Escrow Officer at the phone number shown above. Sincerely, 4 fl Angela K. Whittier Escrow Officer Encl. File No.: 11006191 IMPORTANT NOTICE To obtain information or make a complaint: 1. You may contact your title insurance agent at. 2. You may call Stewart Title Guaranty Company's toll -free telephone number for information or to make a complaint: (800) 729 -1900 3. You may also write to Stewart Title Guaranty Company at P.O. Box 2029, Houston, TX 77252 -2029. 4. You may contact the Texas Department of Insurance to obtain information on companies, coverages, rights or complaints at 1- 800- 252 -3439. 5. You may write the Texas Department of Insurance, P.O. Box 149104 Austin, TX 78714 -9104 Fax: (512) 475 -1771 Web: http: / /www.tdi.state.tx.us E -mail: ConsumerProtection @.tdi.state.tx.us PREMIUM OR CLAIM DISPUTES: Should you have a dispute concerning your premium or about a claim you should contact the title insurance agent first. If the dispute is not resolved, you may contact the Texas Department of Insurance. ATTACH THIS NOTICE TO YOUR POLICY: This notice is for information only and does not become a part or condition of the attached document. AVISO IMPORTANTE Para obtener information o para someter una queja: 1. Puede comunicarse con su agente de seguro de titulo al;. 2. Usted puede Ilamar al numero de telefono gratis de Stewart Title Guaranty Company's para informacion o para someter una queja al: (800) 729 -1900. 3. Usted tambien puede escribir a Stewart Title Guaranty Company: P.O. Box 2029, Houston, TX 77252 -2029. 4. Puede comunicarse con el Departamento de Seguros de Texas para obtener informacion acerca de companias, coberturas, derechos o quejas al; 1- 800 - 252 -3439 5. Puede escribir al Departamento de Seguros de Texas: P.O. Box 149104 Austin, TX 78714 -9104 Fax: (512) 475 -1771 Web: http: / /www.tdi.state.tx.us E -mail: ConsumerProtection @tdi.state.tx.us DISPUTAS SOBRE PRIMAS 0 RECLAMOS: Si tiene una disputa concerniente a su prima o a un reclamo, debe comunicarse con el agente de seguro de titulo primero. Si no se resuelve la disputa, puede entonces comunicarse con el departamento (TDI). UNA ESTE AVISO A SU POLIZA: Este aviso es solo para proposito de informacion y no se convierte en parte o condicion del documento adjunto. (i) • If you want information about coverage or need assistance to resolve complaints, please call our toll free number. 1 -800- 729 -1902. If you make a claim under your policy, you — .1 must furnish written notice in accordance with Section 3 of the Conditions and Stipulations. Visit our World Wide Web site at. httpalwww.stewart .con K. OWNER'S POLICY OF TITLE INSURANCE ISSUED BY A. • stewar • title guaranty company Any notice of claim and any other notice or statement in writing required to be given the Company under — this Policy must be given to the Company at the address shown in Section 18 of the Conditions., COVERED RISKS A • SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B • AND THE CONDITIONS, STEWART TITLE GUARANTY, a Texas corporation (the "Company ") insures, as of Date of Policy and, to r, the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: #. 1. Title being vested other than as stated in Schedule A. 7. ;. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss ' T. from: #� (a) A defect in the Title caused by: A. (i) forgery, fraud, undue influence, duress, incompetency, incapacity or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; �. (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized or delivered; �. (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; #. A. (v) a document executed under a falsified, expired or otherwise invalid power of attorney; ;:. (vi) a document not properly filed, recorded or indexed in the Public Records including failure to perform those acts by a7 • electronic means authorized by law; or ;. (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but A. • unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be $7. ■ disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing > improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on ;. • adjoining land. i. (d) Any statutory or constitutional mechanic's, contractor's, or materialman's lien for labor or materials having its inception ). on or before Date of Policy. 3. Lack of good and indefeasible Title. . �. 4. No right of access to and from the Land. d. Covered Risks continued on next page. T. IN WITNESS WHEREOF, Stewart Title Guaranty Company has caused this policy to be signed and sealed by its duly authorized officers as of , 4 • Date of Policy shown in Schedule A. — Countersigned by: C K. T, � ' — s e V art Senior Chairman of t Board K. • Stewart Title Company —title guaranty company r< Dallas, Texas <4tE �p q � Chairman of the Board N'. $ t $.1_ .. +' ■ 190 . H c A, President r< I Seral'No Policy 5991 -11292 I . . COVERED RISKS CONTINUED FROM PAGE 1 , • Rev. 2/1/10 A 5. The violation or enforcement of any law, ordinance, permit, or govemmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting or relating to: b (a) the occupancy, use or enjoyment of the Land; b (b) the character, dimensions or location of any improvement erected on the Land; (c) subdivision of land; or (d) environmental protection T if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. b 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 7 4 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 X, 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 f ederal bankruptcy, state insolvency or similar creditors' rights laws by reason of the failure of its recording in the Public Records: (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been b created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording Z. of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. - 11. The Company will also pay the costs, attorneys' fees and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attomeys' fees or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, T. regulating, prohibiting or relating to: j (1) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions or location of any improvement erected on the Land; �. (Hi) subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances or governmental regulations. This Exclusion 1(a) does not modify or limit • the coverage provided under Covered Risk 5. 7 (b) Any govemmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered K. Risk 6. T. • 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. • 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant j� and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured • under this policy; • (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. • 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the • transaction vesting the Title as shown in Schedule A, is: (a) a fraudulent conveyance or fraudulent transfer; or T (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. r4 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching 7. between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests • Title as shown in Schedule A. • 6. The refusal of any person to purchase, lease or lend money on the estate or interest covered hereby in the land described in Schedule A because of Unmarketable Title. K. I Page 2 of Policy I r Semi No 5991 -11292 • Rev. 2/1/10 CONDITIONS ;�' � 1. DEFINITION OF TERMS. transfer or conveyance of the Title. This policy shall not continue in p. • The following terms when used in this policy mean: force in favor of any purchaser from the Insured of either (i) an estate .` zrir (a) "Amount of Insurance: the amount stated in Schedule A, as or interest in the Land, or (ii) an obligation secured by a purchase Sit A may be increased or decreased by endorsement to this policy, money Mortgage given to the Insured. increased by Section 8(b), or decreased by Sections 10 and 11 of eX' 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT. these Conditions. The Insured shall notify the Company promptly in writing (i) in case of (b) "Date of Policy ": The date designated as "Date of Policy" in - Schedule A. any litigation as set forth in Section 5(a) below, or (ii) in case ' (c) "Entity ": A corporation, partnership, trust, limited liability Knowledge shall come to an Insured hereunder of any claim of title or PI company or other similar legal entity. interest that is adverse to the Title, as insured, and that might cause '' (d) "Insured ": the Insured named in Schedule A. loss or damage for which the Company may be liable by virtue of this (i) The term "Insured" also includes: policy. If the Company is prejudiced by the failure of the Insured , (A) successors to the Title of the Insured by operation Claimant to provide prompt notice, the Company's liability to the of law as distinguished from purchase, including heirs, devisees, Insured Claimant under the policy shall be reduced to the extent of the survivors, personal representatives or next of kin; prejudice. (B) successors to an Insured by dissolution, merger, When, after the Date of the Policy, the Insured notifies the Company �' as required herein of a lien, encumbrance, adverse claim or other consolidation, distribution or reorganization; )...4 (C) successors to an Insured by its conversion to defect in Title insured by this policy that is not excluded or excepted another kind of Entity; from the coverage of this policy, the Company shall promptly ' (D) a grantee of an Insured under a deed delivered investigate the charge to determine whether the lien, encumbrance, , without payment of actual valuable consideration conveying the Title; adverse claim or defect or other matter is valid and not barred by law dC (1) If the stock, shares, memberships, or other or statute. The Company shall notify the Insured in writing, within a , equity interests of the grantee are wholly -owned by the named Insured, reasonable time, of its determination as to the validity or invalidity of Ner (2) If the grantee wholly owns the named the Insured's claim or charge under the policy. If the Company .. Insured, concludes that the hen, encumbrance, adverse claim or defect is not (3) If the grantee is wholly -owned by an affiliated covered by this policy, or was otherwise addressed in the closing of the ■ Entity of the named Insured, provided the affiliated Entity and the transaction in connection with which this policy was issued, the named Insured are both wholly -owned by the same person or Entity, or Company shall specifically advise the Insured of the reasons for its Nu. ..` (4) If the grantee is a trustee or beneficiary of a determination. If the Company concludes that the lien, encumbrance, ' trust created by a written instrument established by the Insured named adverse claim or defect is valid, the Company shall take one of the ' —174 in Schedule A for estate planning purposes. ' following actions: (i) institute the necessary proceedings to clear the (ii) With regard to (A), (B), (C) and (D) reserving. however, lien, encumbrance, adverse claim or defect from the Title as insured; 'A TZ: all rights and defenses as to any successor that the Company would (ii) indemnify the Insured as provided in this policy; (iii) upon payment , have had against any predecessor Insured. of appropriate premium and charges therefor, issue to the Insured ,, Claimant or to a subsequent owner, mortgagee or holder of the estate (e) "Insured Claimant ": an Insured claiming loss or damage. (f) "Knowledge" or "Known ": actual knowledge, not constructive or interest in the Land insured by this policy, a policy of title insurance knowledge or notice that may be imputed to an Insured by reason of without exception for the lien, encumbrance, adverse claim or defect, the Public Records or any other records that impart constructive notice said policy to be in an amount equal to the current value of the Land or, zu- - of matters affecting the Title. if a mortgagee policy, the amount of the loan; (iv) indemnify another '- ` (g) "Land ": the land described in Schedule A, and affixed title insurance company in connection with its issuance of a policy(ies) ' "n' improvements that by law constitute real property. The term "Land" of title insurance without exception for the lien, encumbrance, adverse r. does not include any property beyond the lines of the area described in claim or defect; (v) secure a release or other document discharging the Schedule A, nor any right, title, interest, estate or easement in abutting lien, encumbrance, adverse claim or defect; or (vi) undertake a , streets, roads, avenues, alleys, lanes, ways or waterways, but this combination of (i) through (v) herein. ■ does not modify or limit the extent that a right of access to and from 4. PROOF OF LOSS. the Land is insured by this policy. In the event the Company is unable to determine the amount of loss or ' (h) "Mortgage ": mortgage, deed of trust, trust deed, or other damage, the Company may, at its option, require as a condition of ' security instrument, including one evidenced by electronic means payment that the Insured Claimant furnish a signed proof of loss. The authorized by law. proof of loss must describe the defect, lien, encumbrance or other , (i) "Public Records ": records established under state statutes at matter insured against by this policy that constitutes the basis of loss , Date of Policy for the purpose of imparting constructive notice of or damage and shall state, to the extent possible, the basis of ,, matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall calculating the amount of the loss or damage. , also include environmental protection liens filed in the records of the lt • clerk of the United States District Court for the district where the Land 5. DEFENSE AND PROSECUTION OF ACTIONS. ■ is located. (a) Upon written request by the Insured, and subject to the , • 0) "Title ": the estate or interest described in Schedule A. options contained in Sections 3 and 7 of these Conditions, the (k) "Unmarketable Title ": Title affected by an alleged or apparent Company, at its own cost and without unreasonable delay, shall matter that would permit a prospective purchaser or lessee of the Title provide for the defense of an Insured in litigation in which any third or lender on the Title to be released from the obligation to purchase, party asserts a claim covered by this policy adverse to the Insured. ' ` lease or lend if there is a contractual condition requiring the delivery of This obligation is limited to only those stated causes of action alleging marketable title. matters insured against by this policy. The Company shall have the ' right to select counsel of its choice (subject to the right of the Insured NI 2. CONTINUATION OF INSURANCE. to object for reasonable cause) to represent the Insured as to those 4. The coverage of this policy shall continue in force as of Date of Policy stated causes of action. It shall not be liable for and will not pay the R. in favor of an Insured, but only so long as the Insured retains an estate fees of any other counsel. The Company will not pay any fees, costs or ,p .- or interest in the Land, or holds an obligation secured by a purchase expenses incurred by the Insured in the defense of those causes of money Mortgage given by a purchaser from the Insured, or only so action that allege matters not insured against by this policy. - long as the Insured shall have liability by reason of warranties in any ' Page 9of Policy I Serial No. 5991 -11292 1 Rev. 2 /1/10 Oi. CONDITIONS Continued (b) The Company shall have the right, in addition to the options To pay or tender payment of the Amount of Insurance under this • • contained in Sections 3 and 7, at its own cost, to institute and policy together with any costs, attomeys' fees and expenses incurred d: prosecute any action or proceeding or to do any other act that in its by the Insured Claimant that were authorized by the Company up to ■ opinion may be necessary or desirable to establish the Title, as the time of payment or tender of payment and that the Company is insured, or to prevent or reduce loss or damage to the Insured. The obligated to pay. ,, Company may take any appropriate action under the terms of this Upon the exercise by the Company of this option, all liability and policy, whether or not it shall be liable to the Insured. The exercise of obligations of the Company to the Insured under this policy, other than these rights shall not be an admission of liability or waiver of any to make the payment required in this subsection, shall terminate, . provision of this policy. If the Company exercises its rights under this including any liability or obligation to defend, prosecute, or continue subsection, it must do so diligently. any litigation. (c) Whenever the Company brings an action or asserts a (b) To Pay or Otherwise Settle With Parties Other than the ' defense as required or permitted by this policy, the Company may Insured or With the Insured Claimant. . pursue the litigation to a final determination by a court of competent (i) to pay or otherwise settle with other parties for or in the ■ jurisdiction and it expressly reserves the right, in its sole discretion, to name of an Insured Claimant any claim insured against under this ' appeal from any adverse judgment or order. policy. In addition, the Company will pay any costs, attorneys' fees and .. SC expenses incurred by the Insured Claimant that were authorized by the ,, 6. DUTY OF INSURED CLAIMANT TO COOPERATE. Company up to the time of payment and that the Company is obligated (a) In all cases where this policy permits or requires the to pay; or Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company ( g to pay id or otherwise settle with the Insured with Claimant ct he loss or damage provided for under this policy, together with any costs, p� the right to so prosecute or provide defense in the action or attorneys' fees and expenses incurred by the Insured Claimant that • proceeding, including the right to use, at its option, the name of the t were authorized by the Company up to the time of payment and that Insured for this purpose. Whenever requested by the Company, the the Company is obligated to pay. Upon the exercise by the Company ' Insured, at the Company's expense, shall give the Company all of either of the options provided for in subsections (b)(i) or (ii), the • reasonable aid (i) in securing evidence, obtaining witnesses, Company's obligations to the Insured under this policy for the claimed . prosecuting or defending the action or proceeding, or effecting loss or damage, other than the payments required to be made, shall settlement, and (ii) in any other lawful act that in the opinion of the terminate, including any liability or obligation to defend, prosecute or Company may be necessary or desirable to establish the Title or any continue any litigation. other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's 8. DETERMINATION AND EXTENT OF LIABILITY. obligations to the Insured under the policy shall terminate, including This policy is a contract of indemnity against actual monetary loss or AC any liability or obligation to defend, prosecute, or continue any damage sustained or incurred by the Insured Claimant who has •, litigation, with regard to the matter or matters requiring such suffered loss or damage by reason of matters insured against by this .. cooperation. policy. 3 (b) The Company may reasonably require the Insured Claimant (a) The extent of liability of the Company for loss or damage to submit to examination under oath by any authorized representative under this policy shall not exceed the lesser of: of the Company and to produce for examination, inspection and (i) the Amount of Insurance; or copying, at such reasonable times and places as may be designated (ii) the difference between the value of the Title as insured by the authorized representative of the Company, all records, in and the value of the Title subject to the risk insured against by this whatever medium maintained, including books, ledgers, checks, policy. memoranda, correspondence, reports, e- mails, disks, tapes, and (b) If the Company pursues its rights under Section 3 or 5 and is ? videos whether bearing a date before or after Date of Policy, that unsuccessful in establishing the Title, as insured, reasonably pertain to the loss or damage. Further, if requested by any (i) the Amount of Insurance shall be increased by 10%, and K. authorized representative of the Company, the Insured Claimant shall (ii) the Insured Claimant shall have the right to have the loss T,.., grant its permission, in writing, for any authorized representative of the or damage determined either as of the date the claim was made by the Company to examine, inspect and copy all of these records in the Insured Claimant or as of the date it is settled and paid. A custody or control of a third party that reasonably pertain to the loss or (c) In addition to the extent of liability under (a) and (b), the , damage. All information designated as confidential by the Insured Company will also pay those costs, attorneys' fees and expenses Claimant provided to the Company pursuant to this Section shall not incurred in accordance with Sections 5 and 7 of these Conditions. be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of 9. LIMITATION OF LIABILITY. ,. the Insured Claimant to submit for examination under oath, produce (a) If the Company establishes the Title, or removes the alleged any reasonably requested information or grant permission to secure defect, lien or encumbrance, or cures the lack of a right of access to or ,, reasonably necessary information from third parties as required in this from the Land, all as insured, or takes action in accordance with Q, 7 subsection, unless prohibited by law or governmental regulation, shall Section 3 or 7, in a reasonably diligent manner by any method, terminate any liability of the Company under this policy as to that claim. including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; liable for any loss or damage caused to the Insured. ' TERMINATION OF LIABILITY. (b) In the event of any litigation, including litigation by the 7` In case of a claim under this policy, the Company shall have the Company or with the Company's consent, the Company shall have no following additional options: liability for loss or damage until there has been a final determination by (a) To Pay or Tender Payment of the Amount of Insurance. a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. I Page al allo. of Policy 5991 -11292 S .o CONDITIONS Continued Rev.2 /1/10 a >��>aa>a>�>��a��aaaaaa_ (c) The Company shall not be liable for loss or damage to the Insured be arbitrated only when agreed to by both the Company and the ,.. for liability voluntarily assumed by the Insured in settling any claim or Insured. Arbitration pursuant to this policy and under the Rules shall be ' �_ suit without the prior written consent of the Company. binding upon the parties. Judgment upon the award rendered by the ;� ))` 10. REDUCTION OF INSURANCE; REDUCTION OR Arbitrator(s) may be entered in any court of competent jurisdiction. �. P TERMINATION OF LIABILITY. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE All payments under this policy, except payments made for costs, CONTRACT. attorneys' fees and expenses, shall reduce the Amount of Insurance by (a) This policy together with all endorsements, if any, attached to the amount of the payment. it by the Company is the entire policy and contract between the Insured ' r and the Company. In interpreting any provision of this policy, this policy NIP +�' 11. LIABILITY NONCUMULATIVE. shall be construed as a whole. A: The Amount of Insurance shall be reduced by any amount the (b) Any claim of loss or damage that arises out of the status of Company pays under any policy insuring a Mortgage to which the Title or by any action asserting such claim, shall be restricted to exception is taken in Schedule B or to which the Insured has agreed, this policy. assumed, or taken subject or which is executed by an Insured after (c) Any amendment of or endorsement to this policy must be in Date of Policy and which is a charge or lien on the Title, and the writing and authenticated by an authorized person, or expressly "•••, amount so paid shall be deemed a payment to the Insured under this incorporated by Schedule A of this policy. policy. (d) Each endorsement to this policy issued at any time is made a �. part of this policy and is subject to all of its terms and provisions. b 12. PAYMENT OF LOSS. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (H) modify any prior • # � When liability and the extent of loss or damage have been definitely endorsement, (iii) extend the Date of Policy or (iv) increase the Amount fixed in accordance with these Conditions, the payment shall be made of Insurance. Each Commitment, endorsement or other form, or within 30 days. provision in the Schedules to this policy that refers to a term defined in Section 1 of the Conditions shall be deemed to refer to the term 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT. regardless of whether the term is capitalized in the Commitment, r. r. (a) Whenever the Company shall have settled and paid a claim endorsement or other form, or Schedule. Each Commitment, b under this policy, it shall be subrogated and entitled to the rights of the endorsement or other form, or provision in the Schedules that refers to Insured Claimant in the Title and all other rights and remedies in the Conditions and Stipulations shall be deemed to refer to the -' respect to the claim that the Insured Claimant has against any person Conditions of this policy. girc or property, to the extent of the amount of any loss, costs, attorneys' 1 fees and expenses paid by the Company. If requested by the 16. SEVERABILITY. Company, the Insured Claimant shall execute documents to evidence In the event any provision of this policy, in whole or in part, is held ■-, the transfer to the Company of these rights and remedies. The Insured invalid or unenforceable under applicable law, the policy shall be Claimant shall permit the Company to sue, compromise or settle in the deemed not to include that provision or such part held to be invalid and 4. name of the Insured Claimant and to use the name of the Insured all other provisions shall remain in full force and effect. Claimant in any transaction or litigation involving these rights and remedies. 17. CHOICE OF LAW; FORUM. If a payment on account of a claim does not fully cover the loss of the (a) Choice of Law: The Insured acknowledges the Company has Insured Claimant, the Company shall defer the exercise of its right to underwritten the risks covered by this policy and determined the k recover until after the Insured Claimant shall have recovered its loss. premium charged therefor in reliance upon the law affecting interests in k (b) The Company's right of subrogation includes the rights of the real property and applicable to the interpretation, rights, remedies or Insured to indemnities, guaranties, other policies of insurance or enforcement of policies of title insurance of the jurisdiction where the bonds, notwithstanding any terms or conditions contained in those Land is located. . instruments that address subrogation rights. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims 14. ARBITRATION. against the Title that are adverse to the Insured, and in interpreting and k Either the Company or the Insured may demand that the claim or enforcing the terms of this policy. In neither case shall the court or k controversy shall be submitted to arbitration pursuant to the Title arbitrator apply its conflicts of laws principles to determine the �` Insurance Arbitration Rules of the American Land Title Association applicable law. ("Rules"). Except as provided in the Rules, there shall be no joinder or (b) Choice of Forum: Any litigation or other proceeding brought consolidation with claims or controversies of other persons. Arbitrable by the Insured against the Company must be filed only in a state or ?� matters may include, but are not limited to, any controversy or claim federal court within the United States of America or its territories having between the Company and the Insured arising out of or relating to this appropriate jurisdiction. policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the 18. NOTICES, WHERE SENT. transaction giving rise to this policy. All arbitrable matters when the Any notice of claim and any other notice or statement in writing Amount of Insurance is $2,000,000 or less shall be arbitrated at the required to be given the Company under this Policy must be given to S. k' option of either the Company or the Insured, unless the Insured is an the Company P.O. Box 2029, Houston, Texas 77252 -2029. k individual person (as distinguished from an Entity). All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall -cc title guaranty company n Page s ° Policy 5991 -11292 Serial No. 1 ; r< z Rev. 2 /1/10 TLTA T -1 OWNER'S POLICY (2/1/10) Policy No.: 5991 Stewart Title Guaranty Company SCHEDULE A Name and Address of Title Insurance Company: Stewart Title Guaranty Company P.O. Box 2029, Houston, TX 77252 -2029 File No.: 11006191 Policy No.: 5991 -11292 Amount of Insurance: $185.000.00 Premium: $1,297.00 Date of Policy: March 17, 2011 1. Name of Insured: City of Southlake 2. The estate or interest in the Land that is insured by this policy is: Fee Simple 3. Title is insured as vested in: City of Southlake 4. The Land referred to in this policy is described as follows: See Exhibit "A" attached hereto and made a part hereof File No.: 11006191 Page 1 of 4 08 TLTA —T -1 Owners Policy TLTA T -I OWNER'S POLICY (2/1/10) Policy No.: 5991 - 11292 Exhibit A Tract 1: Lot 21 (Well Site), of Indian Creek Estates, an addition to Denton County, Texas, according to the • Map or Plat thereof recorded in Cabinet D, Slide 198, Plat Records, Denton County, Texas. Tract 2: Being the East 100 feet of the North 50 feet of Lot 3, Block C, of Lakewood Ridge Addition, an Addition to the County of Denton, Texas, according to the plat thereof recorded in Volume 14, Page 5, Plat Records, Denton County, Texas, said Well Site being described by metes and bounds as follows: Commencing at the Northwest corner of Lot 3, Block C Lakewood Ridge Addition in the East line of Soda Ridge Road; Thence, East along the North line of said Lot 3, 217.97 feet to the POINT OF BEGINNING; THENCE, South parallel with the East line of said Lot 3, 50 feet to a point for corner; THENCE, East parallel to and at all times 50 feet south of the North line of said Lot 3, a distance of 100 feet to the East line of said Lot 3; THENCE, North along said East line, 50 feet to the Northeast corner of said Lot 3; THENCE East along the North line of said Lot 3, 100 feet to the POINT OF BEGINNING. Together with a 20 foot access easement to well site, and being a part of the North 20 feet of Lot 3, Block C, of Lakewood Ridge Addition, an Addition to the County of Denton, Texas according to the plat thereof recorded in Volume 14, Page 5, Plat Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at the Northwest corner of Lot 3, Block C Lakewood Ridge Addition in the East line of Soda Ridge Road; THENCE, East along the North line of said Lot 3, 217.97 feet to a point for corner in the common line of this easement and the above described well site; THENCE, South parallel with the East line of said Lot 3, along said common line, 20 feet to a point for corner; THENCE, West parallel to and at all times 20 feet South of the North line of said Lot 3, a distance of 220.00 feet, more or less, to a point for corner in the West line of said Lot 3 and in the East line of Soda Ridge Road; THENCE, in a Northeasterly direction along the West line of said Lot 3 and the East line of Soda Ridge Road, a distance of 20.76 feet, more or less, to the POINT OF BEGINNING. File No.: 1/006191 Page 2 of 4 08 TLTA — T -1 Owner's Policy TLTA T -1 OWNER'S POLICY (2/1/10) PolicyNo.: 5991-11292 Stewart Title Guaranty Company SCHEDULE B EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of the terms and conditions of the leases and easements, if any shown in Schedule A, and the following matters: 1. The following restrictive covenants of record itemized below (the Company must either insert specific recording data or delete this exception): Recorded in Volume 1458, Page 644, Real Property Records, Denton County, Texas. (Provisions, if any, based on race, color, religion, sex, handicap, familial status or national origins are nullified.) — Tract 1 Recorded in Volume 843, Page 39, Volume 2302, Page 75, Volume 2302, Page 79, Real Property Records; Volume 14, Page 5, Plat Records, Denton County, Texas. (Provisions, if any, based on race, color, religion, sex, handicap, familial status or national origins are nullified.) — Tract 2 2. Any discrepancies, conflicts, or shortages in area or boundary 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 limited to, persons, the public, corporations, governments or other entities, a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or b. to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or c. to filled -in lands, or artificial islands, or d. to statutory water rights, including riparian rights, or e. to the area extending from the line of mean low tide to the line of vegetation, or the right of access to that area or easement along and across that area. 5. Standby fees, taxes and assessments by any taxing authority for the year 2011, and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year. 6. The following matters and all terms of the documents creating or offering evidence of the matters (The Company must insert matters or delete this exception): a. Rights of Parties in Possession b. Lack of right of access to and from the land. — Tract 1 c. Utility easement, 10 feet in width, along the east property line, as shown on plat recorded in Volume 14, Page 5, Plat Records, Denton County, Texas. — Tract 2 d. Easement to Tri- County Electric Cooperative as referenced in Deed from Thousand Oaks Corporation to Jan D. Littlejohn and B.R. Deel, dated 10/8/74, filed 10/22/74, recorded in File No.: 11006191 Page 3 of 4 08 TLTA — T -I Owner's Policy TLTA T -1 OWNER'S POLICY (2/1/10) Policy No.: 5991 -11292 Volume 724, Page 842, Real Property Records, Denton County, Texas. — Tract 2 e. Water and Water Rights conveyed, and terms, conditions, provisions and stipulations, in deed from Indian Creek Properties, Inc. to Robert Hundley, D.C. McKee and David J. McGilvray, d/b /a H 2 M Utility Service Co., dated 5/1/85, filed 6/27/85, recorded in Volume 1665, Page 628, Real Property Records, Denton County, Texas. The Company makes no representation as to the present ownership of this interest. — Tract 1 f. Terms, conditions, provisions and stipulations of Assignment of Bill of Sale, by and between Aqua Utilities, Inc. and City of Southlake, dated 8/3/05, filed 9/29/05, recorded in Clerk's File No. 2005- 120907, Real Property Records, Denton County, Texas. — Tracts 1 & 2 g. Terms, conditions, provisions and stipulations of Sanitary Control Easement, executed by Carl J. Smith, dated 10/21/87, filed 12/31/87, recorded in Volume 2302, Page 75, and Volume 2302, Page 79, Real Property Records, Denton County, Texas. — Tract 2 h. Water and Water Rights conveyed, and terms, conditions, provisions and stipulations, in deed from H2M Water Systems Company to H2M Water Systems, Inc., dated 12/29/87, filed 5/20/10, recorded in Clerk's File No. 2010- 48153, Real Property Records, Denton County, Texas. The Company makes no representation as to the present ownership of this interest. — Tract 2 i. Water rights, claims, or title to water whether or not shown by the public records. File No.: 11006191 Page 4 of 4 08 TLTA — T -1 Owner's Policy