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Rolling Oaks MC-CN001122 CONTRACT OF SALE THIS CONTRACT OF SALE (the "Contract") is made and entered into by and between LANDMARK INTERESTS ("Seller"), and THE CITY OF COPPELL, TEXAS ("Purchaser"). Seller and Purchaser are sometimes collectively referred to herein as the "Parties" and each of the Parties is sometimes singularly referred to herein as a "Party". ARTICLE I. The Property 1.1 The Property. Upon the tei pus and conditions hereinafter stated, Seller hereby agrees to sell and convey and Purchaser hereby agrees to purchase and pay for a tract of land containing approximately 36.339 acres situated in Dallas County, Texas, an approximate description of which is set forth on Exhibit "A" attached hereto and incorporated herein by this reference for all purposes (the "Property"). The metes and bounds description set forth on the Survey with respect to the Property shall be substituted for Exhibit "A" and shall become a part of this Contract as the description of the Property to be conveyed hereunder. 1.2 Seller's Contract to Purchase the Property. Purchaser acknowledges that Seller does not own the Property, but only has a contract right to purchase the Property pursuant to a Contract of Sale (the "Acquisition Contract) with the current owner of the Property ("Owner"). If the Acquisition Contract is terminated for any reason, this Contract shall terminate. Purchaser shall not contact Owner, directly or indirectly, or otherwise directly or indirectly disclose the existence or terms of this Contract to Owner, without Seller's prior written consent. ARTICLE II. Purchase Price 2.1 Purchase Price. The purchase price (the "Purchase Price") for the Property shall be $2,706,804.80. The Purchase Price shall be payable by Purchaser in cash at the Closing. 2.2 Earnest Money. On or prior to November 28, 2000, Purchaser shall deliver to American Title Company, 1909 Woodall Rogers, Suite 400, Dallas, Texas 75201, Attn: Bo Feagin (hereinafter referred to as the "Title Company"), as earnest money, a check in the amount of ONE HUNDRED AND NO/100 DOLLARS ($100.00) (hereinafter referred to as the "Earnest Money"). The Earnest Money shall be non- refundable to Purchaser and shall be paid to Seller as consideration for Seller's execution of this Contract. CONTRACT OF SALE A.',scupi doc ARTICLE III. Title and Survey 3.1 Title Commitment. Within seven (7) business days after the date of this Contract. the Title Company shall deliver to Purchaser, at Seller's expense (a) a current Commitment for Owner's Policy of Title Insurance (hereinafter referred to as the "Title Commitment") issued by the Title Company, whereby said Title Company commits to issue its Owner's Policy of Title Insurance (the "Owner's Policy") written in accordance with this Contract; and (b) copies of all instruments shown as exceptions on the Title Commitment. The Title Commitment shall describe the Land; shall list Purchaser as the prospective named insured; shall show as the policy amount the Purchase Price; and shall contain the commitment of the Title Company to insure Purchaser's fee simple interest in the Land upon the Closing. The Title Commitment shall show the status of the title of the Land and all exceptions which would appear in the Owner's Policy. 3.2 Survey. Within seven (7) business days after the date of this Contract, Seller shall obtain and deliver or cause to be delivered to Purchaser a current survey (the "Survey") of the Property, prepared by a registered professional land surveyor. The Survey shall be certified to Seller, Purchaser and the Title Company and shall be in foini sufficient to permit the Title Company to delete the survey exception from the Owner's Policy except for "shortages in area". 3.3 Objections. Purchaser shall have a period of five (5) days from receipt of the Title Commitment and exception documents in which to review such items and deliver to Seller, in writing, such objections as Purchaser may have to anything contained or set forth in the Title Commitment or Survey. Any items to which Purchaser does not object within the five (5) day review period shall be deemed to be approved by Purchaser and shall be "Permitted Exceptions" (herein so called) for purposes of this Contract. As to the items to which Purchaser makes objection, Seller, at its option, may attempt to remedy or cure such objections during the five (5) day period following Seller's receipt of Purchaser's objections (the "Cure Period"). Seller shall have no obligation to bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify such objectionable exceptions. In the event Seller has not sooner cured such matters, Purchaser shall have the right to either: (a) terminate this Contract by written notice given to Seller and Seller shall have no further obligations or liabilities to Purchaser hereunder; or (b) waive such title objections and proceed to Closing hereunder, subject to all items which have not been cured as of the Closing Date (which items shall then be deemed to be approved by Purchaser and shall constitute "Permitted Exceptions"). Notwithstanding any provision contained herein to the contrary, in the event Purchaser fails to give written notice of termination to Seller on or prior to the Closing Date, Purchaser shall be deemed to have waived Purchaser's uncured objections, elected to proceed to Closing hereunder and shall have no further right to terminate this Contract pursuant to this Section 3.3. In such event, all matters then reflected on the Title Commitment and the Survey shall constitute Permitted Exceptions for purposes hereof. CONTRACT OF SALE 3 A:\coscop I.duc ARTICLE IV. Inspection of the Property; Condition of Property 4.1 Inspection of the Property. Purchaser shall have the right to make any audits, inspections or investigations desired by Purchaser with respect to the Property, subject to Seller obtaining any required consents under the Acquisition Contract. The cost of the inspections undertaken by Purchaser pursuant to this Contract shall be borne solely by Purchaser. Purchaser shall indemnify and hold Seller harmless from and against any and all loss, costs and expense. including reasonable attorneys' fees, and damage to persons or property, or claims or demands therefor, arising from or relating to Purchaser's inspection of the Property. The right of access granted hereby shall in no way be construed as giving Purchaser possession of or any legal or equitable title to the Property prior to the Closing. Purchaser's indemnity of Seller set forth in this paragraph shall survive any termination of this Contract. 4.2 Delivery of Information. In the event this Contract is terminated for any reason, Purchaser shall deliver to Seller copies of all environmental, engineering, soil, topographical, utility, zoning and other reports and information obtained by Purchaser in connection with the Property. Purchaser's obligations under this Section 4.2 shall survive the termination of this Contract. 4.3 Condition of Property. Except for the special warranty of title pursuant to the deed to be executed by Seller at Closing, Seller makes no representations or warranties as to the Property or any information delivered by Seller to Purchaser in connection with the Property. Purchaser is acquiring the Property on the basis of its own independent inspections, inquiries and/or investigations and not as a result of any warranties or representations of Seller. Except for the special warranty of title pursuant to the deed to be executed by Seller at Closing, Purchaser is purchasing the property "AS IS", with all faults and defects, known or unknown, latent or patent, WITHOUT ANY REPRESENTATION OR WARRANTY, ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTYI-,S OF HI'NESS FOR A PARTICULAR PURPOSE, HABITABILITY, MERCHANTABILITY, SUITABILITY OR QUALITY, AND IN SOLE RELLANCE ON PURCHASER'S OWN INDEPENDENT INSPECTION, INQUIRY AND/OR INVESTIGATION. 4.4 WAIVER OF CONSUMER RIGHTS. SELLER AND PURCHASER AGREE THAT THE PROVISIONS OF THE DECEPTIVE TRADE PRACTICES- CONSUMER PROTECTION ACT ("DTPA"), SECTION 17.41 ET SEQ., BUSINESS & COMMERCE CODE, SHALL NOT APPLY TO THIS TRANSACTION. WITHOUT LIMITING THE FOREGOING, IN THE EVENT THAT FOR ANY REASON IT IS DETERMINED THAT THE DTPA DOES APPLY TO THIS TRANSACTION, PURCHASER WAIVES ITS RIGHTS UNDER THE DTPA, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF PURCHASER'S OWN SEI.FCTION, PURCHASER VOLUNTARILY CONSENTS TO THIS WAIVER. PURCHASER REPRESENTS TO SELLER THAT PURCHASER IS NOT IN A SIGNIFICANTLY DISPARATE CONTRACT OF SALE 3 A:'coscop I.Jox BARGAINLNG POSITION IN CONNECTION WITH THE NEGOTIATION AND EXECUTION OF THIS CONTRACT. ARTICLE V. Closing 5.1 Date. The Closing shall take place at the offices of the Title Company on December 14, 2000, or such other time and place as is mutually agreeable to the Parties or as permitted hereby (the date of the Closing is sometimes referred to herein as the "Closing Date"). At Seller's option, Seller shall be entitled to extend the date on which the documents and funds are to be released to the Parties hereunder for up to seven (7) days if necessary to cause such release to occur simultaneous with the closing of the acquisition of the Property under the Acquisition Contract. The proceeds funded by Purchaser in connection with the Closing may be used by Seller to fund the purchase price payable under the Acquisition Contract and Purchaser agrees to cooperate with Seller in connection therewith 5.2 Seller to Deliver. At the Closing, Seller shall furnish and deliver to the Title Company for delivery to Purchaser, at Seller's expense, the following: (a) A Special Warranty Deed duly executed and acknowledged by Seller, dated as of the Closing, conveying the Property to Purchaser, subject only to the Permitted Exceptions; (b) An Owner's Policy written in accordance with the provisions of this Contract; (c) A Non-Foreign Certification signed by the Seller under penalties of perjury; (d) Possession of the Property; (e) Such instruments or documents as are necessary, or reasonably required by Purchaser or the Title Company to evidence the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the purchase and sale transaction contemplated hereby. 5.3 Purchaser to Deliver. At the Closing, Purchaser shall deliver to the Title Company for delivery to Seller, at Purchaser's expense, the following,: (a) The Purchase Price in immediately available funds. (b) Such instruments or documents as are necessary, or reasonably required by Seller or the Title Company to evidence the authority of Purchaser, CONTRACT OF SALE 4 A-'coscop I.UOC and the status, authority and capacity of the person or persons who are executing the various documents on behalf of Purchaser, to consummate the purchase and sale transaction contemplated hereby and to execute and deliver the closing documents to be delivered by Purchaser. 5.4 Adjustments. Real and personal property taxes for the calendar year in which the Closing takes place shall be prorated at the Closing between Purchaser and Seller through the Closing Date, based on the current year's tax with due allowance made for the maximum discount allowable for prompt payment (if allowed for such year). If the Closing occurs on a day when the current year's tax rate is not fixed and the current year's assessment is available, taxes will be prorated based upon such assessment and the prior year's rate. If the current assessment is not available at the time of Closing, then taxes will be prorated on the basis of the prior year's tax and assessment. The tax prorations used at Closing shall be final. 5.5 Expenses of Closing. Seller shall pay: (a) the base premium cost of the Owner's Policy (but not the cost of any endorsements or additions desired by Purchaser) and the cost of the Survey (but not the cost of any revisions to the Survey desired by Purchaser); (b) its proportionate share of the prorations set forth in Section 5.4; (c) its own attorneys' fees; and (d) except as otherwise provided herein, other charges typically paid by sellers in transaction of this nature in Dallas County, Texas. Purchaser shall pay (a) the cost of any endorsements or additions desired by Purchaser with respect to the Owner's Policy; (b) its proportionate share of the prorations set forth in Section 5.4; (c) its own attorneys' fees; (d) recording fees and taxes; (e) the cost of any revisions to the Survey desired by Purchaser and (f) other charges typically paid by purchasers in transactions of this nature in Dallas County, Texas. 5.6 Rollback Taxes. (a) NOTICE REGARDING POSSIBLE LIABILITY FOR ADDITIONAL TAXES. IF FOR THE CURRENT AD VALOREM TAX YEAR THE TAXABLE VALUE OF THE LAND THAT IS THE SUBJECT OF THIS CONTRACT IS DETERMINED BY A SPECIAL APPRAISAL METHOD THAT ALLOWS FOR APPRAISAL OF THE LAND AT LESS THAN ITS MARKET VALUE, THE PERSON TO WHOM THE LAND IS TRANSFERRED MAY NOT BE ALLOWED TO QUALIFY THE LAND FOR THAT SPECIAL APPRAISAL IN A SUBSEQUENT TAX YEAR AND THE LAND MAY THEN BE APPRAISED AT ITS FULL MARKET VALUE. IN ADDITION, THE TRANSFER OF THE LAND OR A SUBSEQUENT CHANGE N THE USE OF THE LAND MAY RESULT N THE IMPOSITION OF AN ADDITIONAL TAX PLUS INTEREST AS A PENALTY FOR THE TRANSFER OR CHANGE N THE USE OF THE LAND. THE TAXABI F VALUE OF THE LAND AND THE APPLICABLE METHOD OF APPRAISAL FOR THE CURRENT TAX YEAR IS PUBLIC NFORMATION AND MAY BE OBTAINED FROM THE TAX APPRAISAL DISTRICT ESTABLISHED FOR THE COUNTY IN WHICH THE LAND IS LOCATED. CONTRACT OF SALE 5 A scop I doe (b) Purchaser shall be responsible for payment of and shall assume and indemnify Seller from and against all rollback taxes, penalties and interest assessed or which will be assessed against the Property in the event of a change in the use or ownership of the Property. ARTICLE VI. Casualty or Condemnation Prior to Closing 6.1 Casualty. If at any time prior to the Closing, any portion of the Property is destroyed or damaged by fire or any other casualty, Seller shall give notice thereof to Purchaser. The Closing shall occur as scheduled without reduction in the Purchase Price, but at the Closing, Seller shall assign to the Purchaser, Seller's right to all insurance proceeds payable by reason of such damage. Seller shall be under no obligation to repair any damage to the Property arising in connection therewith. 6.2 Condemnation. In the event of a taking by condemnation or similar proceedings or a conveyance in lieu thereof of all or a portion of the Property, this Contract shall not terminate but shall remain in full force and effect and Seller shall assign or pay to Purchaser at Closing Seller's interest in and to any and all condemnation awards or proceeds from any such proceedings or actions in lieu thereof. ARTICLE VII. Default and Remedies 7.1 Purchaser's Default. In the event Purchaser shall fail to meet, comply with, or perform any of its covenants, agreements or obligations required under this Contract within the time limits and in the manner required in this Contract, Purchaser shall be in default hereunder and Seller may seek to enforce specific performance of Purchaser's obligations hereunder, bring an action against Purchaser for damages and/or pursue any other remedies available at law or in equity. 7.2 Seller's Default. In the event Seller defaults and fails to convey title to the Property and close the transaction on the Closing Date for any reason other than Purchaser's default, then, as Purchaser's sole and mutually exclusive remedies, Purchaser may teiniinate this Contract or Purchaser shall be entitled to seek to enforce specific performance of Seller's obligations hereunder. ARTICLE VIII. Real Estate Brokerage 8.1 Commission. Seller shall be responsible for the payment of commissions becoming due to any real estate broker, finder or agent which Seller has engaged in connection with this transaction, and hereby agrees to indemnify and hold Purchaser CONTRACT OF SALE 6 A:\coscopl.doc harmless from any loss, liability, damage, cost or expense (including reasonable attorneys' fees) resulting from the failure of Seller to pay any such commission in accordance with the provisions of this sentence. Purchaser shall be responsible for the payment of commissions becoming due to any real estate broker, finder or agent which Purchaser has engaged in connection with this transaction, and hereby agrees to indemnify and hold Seller harmless from any loss, liability, damage, cost or expense (including reasonable attorneys' fees) resulting from the failure of Purchaser to pay any such commission in accordance with the provisions of this sentence. The provisions of this paragraph shall survive the termination or Closing of this Contract. 8.2 Title Examination. PURCHASER HEREBY ACKNOWLEDGES THAT IT HAS BEEN INFORMED THAT IT SHOULD OBTAIN IN CONNECTION WITH THE PURCHASE OF THE PROPERTY A POLICY OF TITLE INSURANCE OR SHOULD HAVE AN ABSTRACT OF TITT.F; TO THE PROPERTY EXAMINED BY AN ATTORNEY OF ITS CHOICE. BY PURCHASER'S EXECUTION OF THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT PURCHASER HAS BEEN SO ADVISED IN COMPLIANCE WITH THE TEXAS REAL ESTATE LICENSE ACT. ARTICLE IX. Miscellaneous 9.1 Notices. All notices, requests and other communications under this Contract shall be in writing and shall be delivered in person or sent by certified mail, return receipt requested, addressed as follows: If intended for Seller: Landmark Interests . 16660 North Dallas Parkway Suite 500 Dallas, Texas 75248 Attn: Mr. James R. Feagin Telephone: (972) 380-5900 Facsimile: (972) 380-5960 With a copy to: David M. Tatum, Esq. Geary, Porter & Donovan, P.C. 16475 Dallas Parkway Suite 500 Addison, Texas 75001 Telephone: (972) 349-2207 Facsimile: (972) 931-9208 If intended for Purchaser: City of Coppell 255 Parkway Boulevard Coppell, Texas 75019 CONTRACT OF SALE 7 A:'coscop I.doe Attn: Mr. Jim Witt Telephone: (972) 462-0022 Facsimile: (972) 304-3673 or at such other address, and to the attention of such other person, as the parties shall give notice as herein provided. All such notices, requests and other communications shall be deemed to have been sufficiently given for all purposes hereof upon receipt at such address, or if mailed, upon deposit of both the original and a copy in a post office or official depository of the United States Postal Service. 9.2 Assignment. This Contract may not be assigned by Purchaser without the prior written consent of Seller. 9.3 No Survival. Except as otherwise provided herein, the representations, warranties, covenants, agreements and indemnities of Seller and Purchaser contained in this Contract shall not survive the Closing and shall be deemed to merge into the conveyance documents executed and delivered at Closing. 9.4 Entire Agreement: Modifications. This Contract embodies and constitutes the entire understanding between the parties with respect to the transactions contemplated herein, and all prior or contemporaneous agreements, understandings, representations and statements (oral or written) are merged into this Contract. Neither this Contract nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the Party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. 9.5 Applicable Law. THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. 9.6 Captions. The captions in this Contract are inserted for convenience of reference only and in no way define, describe, or limit the scope or intent of this Contract or any of the provisions hereof. 9.7 Binding Effect. This Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors, and assigns. 9.8 Date of Contract. The term "date of this Contract" or any other reference to the date of this Contract shall mean the later of the two (2) dates on which this Contract is signed by Seller and Purchaser, as indicated by their signatures below, which later date shall be the date of final execution and agreement by the Parties. 9.9 No Recording. Purchaser shall not file this Contract, nor any memorandum hereof, in any public records without the prior written consent of Seller. CONTRACT OF SALE 8 A.\coscopI doc 9.10 Purchaser Authority. Purchaser represents and warrants to Seller that this Contract has been approved by the City Council of the City of Coppell, that this Contract is valid and binding against Purchaser, and that this Contract is enforceable against Purchaser in accordance with its terms. 9.11 Time is of the Essence. With respect to all provisions of this Contract, time is of the essence. However, if the Closing or the final date of any period which is set out in any provision of this Contract falls on a Saturday, Sunday or legal holiday under the laws of the United States or the State of Texas, then, and in such event, the Closing or such period shall be extended so that the Closing or the last day of such period falls on the next day which is not a Saturday, Sunday or legal holiday. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] • CONTRACT OF SALE 9 ,�.\coscupI.doc EXECUTED by Seller this LGday of November, 2000. SELLER: LANDMARK INTERESTS 1 By: 4 A J es • . Feagin, President Approve as to f .-za EXECUTED by Purchaser of November, 2000. PURCHASER: THE CITY OF COPPELL, TEXAS By: Af — NAre UPSIMMIF e: �6 s Appr, 37,V The undersigned Title Company acknowledges receipt of a fully executed copy of this Contract this%=dday of November, 2000. AMERICAN TITLE COMPANY By: Name: ao Title: C e-ra to../S� �c- CONTRACT OF SALE 10 \:' oscop:.do EXHIBIT "A" PROPERTY DESCRIPTION CONTRACT OF SALE 11 A:\coscopI.Joc " ' � min '_ .r:.-�...xx. r •-;t�°ti�:�.�: t.�. .......�.�..�.�.�— s TA TE OF TEXAS: COUNTY OF DALLAS: ACING o tract of land situated in the J.F. Vest Survey, Abstract No. 1508, Dallas County, Tezos, and being o part of a 113.43 acre tract of land os described in deed to J.D. Crosby recorded in volume 3744, Page 585, of the Deed Records of Dallas County, Texas, (DROCT), and being oil of that some tract of land as descried in deed to Sapcito, Inc. recorded in Volume 89078, Page 3007 DROCT, and being more particularly described as follows: BEGINNING at a 1/2-inch iron rod found of the intersection of the centerline of State Rood (30 foot right-of-way) with the centerline of Ruby Rood (40 foot right-of-way), said point being the • northwest corner of a tract of land os described in deed to N.C.N. Corporation recorded in Volume 80022, Page 0311 DROCT, and lying n the east line of a tract of land as described in deed to Rancho Vista Development recorded in Volume 89239, Page 2641 DRDCT; THENCE North 0076'19" East, along the centerline of soid_Stote Rood, some being the east line of said Rondo Vista tract, 113595 feet to a one-,nett iron rod found at the southwest corner of a tract of land os described in deed to James Stanley Stowort and wife Ann Frances Stewart recordod in Volume 68244, Pace 1747 QROCT; THENCE South 499'5152' East, deporting the centerline of said State Road, along the south Inc of said Stewart tract, of 16.3 feet ppassing a fence corner 0.3 feet to the right, continuing generally acng soil fence, of 441.0 feet,passing o 1/2-inch iron rod found 0.92 feet to the left, and collect to be Inc southeast corner of 30id Stewart tract, some being tOe 4outherf, southwest. corner of o tract of land as descried in deed to .comes J.-'Cachrist and wife Doris H. C�7chrisf recorded in Volume 195, Page 1895 OTr1?CT, continuing along the south line of said Gilchrist tract, generoily along a barbed wire fence, m oll a distance of 1264.04 feet to a 1/2-inch iron rod set at the base of a wooden corner post, of the southerly southeast corner of said Gilchrist tract, and ling in the west line of a tract of land as described in deed to Bray Brothers Enterprises, Inc , recorded in Volume 80236, Page 718 DROCT;.. THENCE South 001636" East, along'the west line of said Bray Brothers tract, generally along a boned we fence, at a coil distance of 508.0 feet passing the southwest corner of said Bray Brothers tract, some being the northwest corner of o tract of land os described in deed to 0ax Village Associates, Ltd. recorded in Volume 88223, Page 2504 DROCT, continuing along the west line of said Oak Village tract, generolly along o barbed wire fence, of 1170.1 feet passing a fence corner 0.9 feet to the right, in dl a distance of 1188.44 feet to a 'PK" not] with Dasher set at the southwest corner of sold Oak Village tract, and lying in the north line of said N.C.H. Corporation tract and also lying in the centerline of said Ruby Road; THENCE along the centerline of said Ruby Rood and the north line of said N.C.H. Corporation tract as follows: South 73'39'10 West, 523.96 feet to a 3/4-inch iron rod found; North 75'25'52" West, 798.05 feet to the POINT OF BEGINNING and containing 36.339 acres of land of which 1.01 acres lie within State Rood and Ruby Rood leaving a remainder of 35.329 acres of land. LeeV..ealL2:_qtot.rWrg!‘"Att,'''' etro _ Ar litt .;;Nit".: • +..w' i THE FOLLOWING COMMITMENT FOR TITLE INSURANCE IS NOT VALID UNLESS YOUR NAME AND THE POLICY AMOUNT ARE SHOWN IN SCHEDULE A, AND OUR AUTHORIZED REPRESENTATIVE HAS COUNTERSIGNED BELOW. .el l { COMMITMENT FOR TITLE INSURANCE ISSUED BY I CHICAGO TITLE INSURANCE COMPANY NY 1 I 1 We, Chicago Title Insurance Company, will issue our title insurance policy or policies (the Policy) to You i Ir1-._i proposed insured) upon payment of the premium and other charges due, and compliance with the requirements in Schedule B and Schedule C. Our Policy will be in the form approved by the Texas Department of Insurance at the date II : of issuance, and will insure your interest in the land described in Schedule A. The estimated premium for our Policy . I and applicable endorsements is shown on Schedule D. There may be additional charges such as recording fees, and di 1 expedited delivery expenses. ii Y This Commitment ends ninety (90) days from the effective date, unless the Policy is issued sooner, or failure to issue the Policy is our fault. Our liability and obligations to you are under the express terms of this Commitment and 1'--I end when this Commitment expires. It r` In I` IH I "I IK , Issued By: 1 . I American Title Company II 1909 Woodall Rodgers, Suite 400 Dallas, Texas 75201 1 214/754-7000 Facsimile: 214/303-0935 CHICAGO TITLE INSURANCE COMPANY D; P9R ,,,,,.,,.-1 �' Authorized < ° * r 1 o A y President B ,ec ,__, rs �. I Secretary d 173 tai _— - � 004 4LL'istr d,r04,:j ar5UP:4:;g''ifit: :LLB'c �,iF 4,,,..4%0_,.;raid T-7 Commitment for Title Insurance (Rev. 1/93) Reorder Form 8287 CHICAGO TITLE INSURANCE COMPANY COMMITMENT FOR TITLE INSURANCE SCHEDULE A Case No. 2000 WR 604940-A (00013) Effective Date of Commitment: October 26, 2000, 8:00 o'clock a.m. Issue Date: November 22, 2000 1. The Policy or policies to be issued are: (a) OWNER POLICY OF TITLE INSURANCE (Form T-1) (Not applicable for improved one-to-four family residential real estate) Policy Amount: $ 2,706,804.80 Proposed Insured: THE CITY OF COPPELL (b) TEXAS RESIDENTIAL OWNER POLICY OF TITLE INSURANCE --ONE-TO-FOUR FAMILY RESIDENCES (Form T-1R) Policy Amount: $ Proposed Insured: (c) MORTGAGEE POLICY OF TITLE INSURANCE (Form T-2) Policy Amount: $ Proposed Insured: Proposed Borrower: (d) MORTGAGEE TITLE POLICY BINDER ON INTERIM CONSTRUCTION LOAN (Form T-13) Binder Amount: $ Proposed Insured: Proposed Borrower: (e) OTHER: Policy Amount: $ Proposed Insured: 2. The interest in the land covered by this commitment is: FEE SIMPLE 3. Record title to the land on the Effective Date appears to be vested in: HEATLEY-MOIST, INC. , TRUSTEE 4. Legal description of land: See Exhibit A attached hereto and made a part hereof for all purposes. Page OC# 2-Schedule A (Rev. 1-1-93) Valid only if Schedule B And C D 1 And Cover Page are Attached Case No. 2000 WR 604940-A (00013) CHICAGO TITLE INSURANCE COMPANY EXHIBIT A BEING a tract of land situated in the J. F. VEST SURVEY, ABSTRACT NO. 1508, DALLAS County, Texas, and being a part of a 113.43 acre tract of land as described in deed to J. D. CROSBY recorded in Volume 3744, Page 585, of the Deed Records of DALLAS County, Texas, and being all of that same tract of land as described in deed to SAJACITO, INC. recorded in Volume 89078, Page 3007 Deed Records, DALLAS County, Texas, and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod found at the intersection of the centerline of State Road (30 foot right-of-way) with the centerline of Ruby Road (40 foot right-of-way) , said point being the Northwest corner of a tract of land as described in deed to N.C.H. CORPORATION recorded in Volume 80022, Page 0311 Deed Records, DALLAS County, Texas, and lying in the East line of a tract of land as described in deed to RANCHO VISTA DEVELOPMENT recorded in Volume 89239, Page 2641 Deed Records, DALLAS County, Texas; THENCE North 00 degrees 16 minutes 19 seconds East, along the centerline of said State Road, same being the East line of said Rancho Vista tract, 1135.95 feet to a one-inch iron rod found at the Southwest corner of a tract of land as described in deed to JAMES STANLEY STEWART and wife, ANN FRANCES STEWART recorded in Volume 68244, Page 1747 Deed Records, DALLAS County, Texas; THENCE South 89 degrees 57 minutes 52 seconds East, departing the centerline of said State Road, along the South line of said Stewart tract, at 16.3 feet passing a fence corner 0.3 feet to the right, continuing generally along said fence, at 441.0 feet passing a 1/2 inch iron rod found 0.92 feet to the left, and called to be the Southeast corner of said Stewart tract, same being the Southerly Southwest corner of a tract of land as described in deed to JAMES J. GILCHRIST and wife, DORIS H. GILCHRIST recorded in Volume 195, Page 1895 Deed Records, DALLAS County, Texas continuing along the South line of said Gilchrist tract, generally along a barbed wire fence, in all a distance of 1264.04 feet to a 1/2 inch iron rod set at the base of a wooden corner post, at the Southerly Southeast corner of said Gilchrist tract, and lying in the West line of a tract of land as described in deed to BRAY BROTHERS ENTERPRISES, INC. , recorded in Volume 80236, Page 718 Deed Records, DALLAS County, Texas; THENCE South 00 degrees 16 minutes 36 seconds East, along the West line of said Bray Brothers tract, generally along a barbed wire fence, at a call distance of 508.0 feet passing the Southwest corner of said Bray Brothers tract, same being the Northwest corner of a tract of land as described in deed to OAK VILLAGE ASSOCIATES, LTD. recorded in Volume 88223, Page 2504 Deed Records, DALLAS County, Texas, continuing along the West line of said Oak Village tract, generally along a barbed wire fence, at 1170.1 feet fpassing a fence corner 0.9 feet to the right, in all a distance of 1188.44 eet to a "PK" nail with flasher set at the Southwest corner of said Oak Village tract, and lying in the North line of said N.C.H. Corporation tract and also lying in the centerline of said Ruby Road; THENCE along the centerline of said Ruby Road and the North line of said N.C.H. Corporation tract as follows: South 73 degrees 39 minutes 10 seconds West, 523.96 feet to a 3/4 inch iron rod found; North 75 degrees 25 minutes 52 seconds West, 798.05 feet to the POINT OF BEGINNING and CONTAINING 36.339 acres of land of which 1.01 acres lie within State Road and Ruby Road leaving a remainder of 35.329 acres of land. NOTE: The Company is prohibited from insuring the area or quantity of the ( ON EXH. A, PAGE 2 ) Case No. 2000 WR 604940-A (00013) DOC# 1 CHICAGO TITLE INSURANCE COMPANY EXHIBIT A (page 2) land described herein. Any statement in the above legal description of the area or quantity of land is not a representation that such area or quantity is correct, but is made only for information and/or identification purposes and does not override Item 2 of Schedule B hereof. Case No. 2000 WR 604940-A (00013) DOC# 1 CHICAGO TITLE INSURANCE COMPANY SCHEDULE B EXCEPTIONS FROM COVERAGE In addition to the Exclusions and Conditions and Stipulations, your Policy will not cover loss, costs, attorney's fees, and expenses resulting from: 1. The following restrictive covenants of record itemized below(We must either insert specific recording data or delete this exception) : ITEM 1 OF SCHEDULE B IS HEREBY DELETED IN ITS ENTIRETY. 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. (Applies to the Owner Policy only. ) 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 rights of access to that area or easement along and across the area. (Applies to Owner Policy only. ) 5. Standby fees, taxes and assessments by any taxing authority for the year 2001 001n, authority years, and subsequent taxes and assessments by any but not those taxes due 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 terms and conditions of the documents creating your interest in the land. 7. Materials furnished or labor performed in connection with planned construction before signing and delivering the lien document described in Schedule A, if the land is part of the homestead of the owner. (Applies to the Mortgagee Title Policy Binder on Interim Construction Loan only, and may be deleted if satisfactory is evidence to us before a binder is issued. ) 8. Liens and leases that affect the title to the land, but that are subordinate to the lien of the insured mortgage. (Applies to Mortgagee Policy only. ) 9. The following matters and all terms of the documents creating or offering evidence of the matters (We must insert matters or delete this exception. ) : Rights of parties in possession. (Owner's Title Policy only) 10. Easement created in instrument executed by DIXON & GARFIELD MANAGEMENT CO. , TRUSTEE to CITY OF COPPELL for utility easement, dated August 17, 1978, filed April 13, 1979, recorded in Volume 79074, Page 37, Deed Records, DALLAS County, Texas, as shown on survey. 11. Easement created in instrument executed by HEATLEY-MOIST, INC. , Trustee, to ( CONT. ON SCH. B, PAGE 2 ) Page 3-Schedule B (Rev. 1-1-93) Valid only if Schedule A And C DOC# 1 And Cover Page are Attached Case No. 2000 WR 604940-A (00013) CHICAGO TITLE INSURANCE COMPANY SCHEDULE B (page 2) CITY OF COPPELL, TEXAS, dated October 8, 1998, filed January 21, 1999, recorded in Volume 99013, Page 07662, Deed Records, DALLAS County, Texas, as shown on survey. 12. Reservation of all oil, gas and other minerals in Deed executed by GIFFORD-HILL & COMPANY INCORPORATED to SAMUEL W. LANCASTER, dated December 26, 1935, filed December 31, 1935, recorded in Volume 1910, Page 613 Deed Records, DALLAS County Texas, as shown on survey. 13. Rights of the public, the State of Texas and the municipality in and to that portion of subject property lying within the boundaries of State Road and Ruby Road, as shown on survey. 14. Rights of tenants in possession, as tenants only, under any unrecorded rental or lease agreements. 15. Consequences, if any, arising due to the location of the telephone poles along the Western and Southern Property lines and the Power Poles and Guy Wire along the Western portion of the Property, as shown on survey. NOTE: "As shown on survey" shall mean that survey prepared by Brad Sparr, R.P.L.S. No. 3701, dated January 1994, updated November 21, 2000. Page 4-Schedule B (Rev. 1-1-93) Valid only if Schedule A And C DOC# 1 And Cover Page are Attached Case No. 2000 WR 604940-A (00013) CHICAGO TITLE INSURANCE COMPANY SCHEDULE C Your Policy will not cover loss, costs, attorneys fees, and expenses resulting from the following requirements that will appear as Exceptions in Schedule B of the Policy, unless you dispose of these matters to our satisfaction, before the date the Policy is issued: 1. Documents creating your title or interest must be approved by us and must be signed, notarized and filed for record. 2. Satisfactory evidence must be provided that: - no person occupying the land claims any interest in that land against the persons named in paragraph 3 of Schedule A, - all standby fees, taxes, assessments and charges against the property have been paid, - all improvements or repairs to the property are completed and accepted by the owner, and that all contractors, sub-contractors, laborers and suppliers have been fully a aid, and that no mechanic' s, laborer' s or materialman's liens have attac-ned to the property, - there is legal right of access to and from the land, - (on a Mortgagee Policy only) restrictions have not been and will not be violated that affect the validity and priority of the insured mortgage. 3. You must pay the seller or borrower the agreed amount for your property or interest. 4. Any defect, lien or other matter that may affect title to the land or interest insured, that arises or is filed after the effective date of this Commitment. 5. Deed of Trust executed by HEATLEY-MOIST, INC. , TRUSTEE, to MARTHA HARRIS, Trustee(s) , securing DAVID R. NOTEWARE, F. LANHAM LYNE, JR. , Trustee, and SHERRY LANE LIMITED PARTNERSHIP, DAVID J. ZEHR, General Partner, in the payment of one note in the principal sum of $874,760.00, and other indebtedness and performance as therein provided, which Deed of Trust is dated January 25, 1995, filed of record on January 31, 1995, and recorded in Volume 95021, Page 2392, Deed of Trust Records, DALLAS County, Texas; additionally secured by vendor' s lien retained in Deed by DAVID R. NOTEWARE, F. LANHAM LYNE, JR. , Trustee, and SHERRY LANE LIMITED PARTNERSHIP, recorded in Volume 95021, Page 02386, Deed Records, DALLAS County, Texas. 6. NOTE: The Company is prohibited from insuring the area or quantity of the land described on Schedule A hereof. Any statement in such legal description of the area or quantity of land is not a representation that such area or quantity is correct, but is made only for information and/or identification purposes and does not override Item 2 of Schedule B hereof. AMERICAN TITLE COMPANY -2)Countersigned By: Auth rized Ott cer or Agent Page 5-Schedule C (Rev. 1-1-93) Valid only if Schedule A And B DOC# 1 And Cover Page are Attached Case No. 2000 WR 604940-A (00013) CHICAGO TITLE INSURANCE COMPANY SCHEDULE D Pursuant to the requirements of Rule P-21, Basic Manual of Rules, Rates and Forms for the writing of Title Insurance in the State of Texas, the following disclosures are made: 1. Disclosure of CHICAGO TITLE INSURANCE COMPANY, a Missouri Corporation a. The Shareholders owning or controlling, directly or indirectly, ten(10%) or more of the shares of Chicago Title Insurance Company: CHICAGO TITLE AND TRUST COMPANY, an Illinois Corporation b. The names of the Directors of Chicago Title Insurance Company: Christopher Abbinante, William T. Halvorsen, Jr. , William J. Massey, Burton J. Rain and Patrick F. Stone c. The resident, the executive or senior vice-president, the secretary and the treasurer of Chicago Title Insurance Company: : Chairman of the Board, President and Chief Executive Officer - Patrick F. Stone Senior Vice President and Manager, Eastern Division - Christopher Abbinante Vice President and Secretary - Bradley J. Brigante Vice President and Treasurer - Patrick G. Farenga 2. The following disclosures are made by the Title Insurance Agent issuing this commitment pursuant to Rule P-21. ATCOD, INC. , d/b/a AMERICAN TITLE COMPANY OFFICERS DIRECTORS Marc C. Millers President (Dallas Division) Janet A. Alpert Harvey C. Coggins, President (Ft. Worth Division) Kenneth Astheimer Doug Collins Executive Vice President (Dallas Division) Randall E. Cox Thomas G. Naler, Executive Vice President (Dallas Division) Patricia Ann Talley, Assistant SHAREHOLDERS ATCOD, Inc. , d/b/a American Title Company, a 100% owned subsidiary of American Title Group, Inc. , who is a 100% wholly owned subsidiary of Lawyers Title Insurance Corporation. 3. You are entitled to receive advance disclosure of settlement charges in connection with the proposed transaction to which this commitment relates. Upon your request, such disclosure will be made to you. Additionally, the name of any person, firm or corporation receiving any sum from the settle- ment of this transaction will be disclosed on the closing or settlement statement. You are further advised that the estimated title premium* is: Owners Policy 15,434.00 Mortgagee Policy Tax Modification Survey Modification Endorsement Charges Total 15,434.00 Of this total amount: $2,315. 10 ( 15.0000%) will be paid to the policy issuing Title Insurance Company; $3,858.50 ( 25.0000%) will be retained by the issuing Title Insurance Agent; and the remainder of the estimated premium will be paid to other parties as follows: AMOUNT TO WHOM FOR SERVICES $9,260.40 60.0000% WARD WILLIFORD, ATTY AT LAW CLOSING SERVICES * OOMMUMMO The estimate• premium is based upon information furnished to us as of the date of this Commitment for Title Insurance. Final determination of the amount of the premium will be made at closing in accordance with the Rules and Regulations adopted by the State Board of Insurance. Page 6-Schedule D Case No. 2000 WR 604940-A (00013) DOC# 1 DELETION OF ARBITRATION PROVISION (Not applicable to the Texas Residential Owner Policy) ARBITRATION is a common form of alternative dispute resolution. It can be a quicker and cheaper means to settle a dispute with your Title Insurance Com- Tanyy. However, if you agree to arbitrate, you give up your right to take the itle Company to court and your rights to discovery of evidence may be limited in the arbitration process. In addition, you cannot usually appeal an arbi- trator' s award. Your policy contains an arbitration provision (shown below) . It allows you or the Company to require arbitration if the amount of insurance is $1,000,000 or Less. if you wane to retain your right to sue the Company in case of a dis- pute over a claim, you must request deletion of the arbitration provision be- fore the policy is issued. You can do this by signing this form and return- ing it to the Company at or before the closing of your real estate transaction or by writing to the Company. The Arbitration provision in the Policy is as follows: "Unless prohibited by applicable law or unless this arbitration section is deleted by specific provision in Schedule B of this policy, either the Company or the Insured may demand arbitration pursuant to the Title Insur- ance Arbitration Rules of the American Arbitration Association. Arbitrable matters may include, but are not limited to, any controversy or claim be- tween the Company and the Insured arising out of or relating to this Policy, and service of the Company in connection with its issuance or the breach of a policy provision or other obligation. All arbitrable matters when the Amount of Insurance is $1,000,000 or less SHALL BE arbitrated at the request of either the Company or the Insured, unless tfie insured is an individual person (as distinguished from a corporation, trust, partner- ship, association or other legal entity) . All arbitrable matters when the Amount of Insurance is in excess of $1,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this Policy and under the Rules in effect on the date the demand for arbitration is made or, at the option of the Insured, the rules in effect at the Date of Policy shall be binding upon the parties. The award may include attorney' s fees only if the laws of the state in which the land is located permit a court to award attorney's fees to a prevailing party. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules. A copy of the rules may be obtained from the Company upon request. " I request the deletion of the Arbitration provision. SIGNATURE DAZE -Request amendment of the "area and boundary"exception (Schedule B, paragraph 2). To get this amendment,you must furnish a survey. On the Owner Policy,you must pay an additional premium for the amendment. If the survey is acceptable to the Company,your Policy will insure you against loss because of discrepancies or conflicts in boundary lines, encroachments or protrusions, or overlapping of improvements. The Company may then decide not to insure against specific boundary or survey problems by making special exceptions in the Policy. -Allow the Company to add an exception to "rights of parties in possession." If you refuse this exception, the Company or the title insurance agent may inspect the property. The Company may except to and not insure you against the rights of specific persons, such as renters, adverse owners or easement holders who occupy the land. The Company may charge you for the inspection. If you want to make your own inspection, you must sign a Waiver of Inspection form and allow the Company to add this exception to your Policy. The entire premium for a Policy must be paid when the Policy is issued. You will not owe any additional premiums unless you want to increase your coverage at a later date and the Company agrees to add an Increased Value Endorsement. CONDITIONS AND STIPULATIONS 1. If you have actual knowledge of any matter which may affect the title or mortgage covered by this Commitment, that is not shown in Schedule B, you must notify us in writing. If you do not notify us in writing, our liability to you is ended or reduced to the extent that your failure to notify us affects our liability. If you do notify us,or we learn of such matter, we may amend Schedule B, but we will not be relieved of liability already incurred. 2. Our liability is only to you,and others who are included in the definition of Insured in the Policy to be issued. Our liability is only for actual loss incurred in your reliance on this Commitment to comply with its requirements or to acquire the interest in the land. Our liability is limited to the amount shown in Schedule A of this Commitment and will be subject to the following terms of the Policy: Insuring Provisions,Conditions and Stipulations,and Exclusions.